Ben 10 and Star vs the forces of evil
by VanguardLuard
Summary: When Star gets sent to earth she finds herself with the Tennyson family and makes friends with Ben Tennyson and share some wild adventures.
1. Star arrival and Ben 10 returns part 1

Star burst thru the door on a wild unicorn and road it to the end of the hall. Then got off and the unicorn busted thru the wall in front of it.

"Now Star, this wand is a big responsibility." said Moon

Then Star reached for the want and Moon move it out of her reach.

"If it falls into the hands of evil forces the universe could be destroy."

Then Star grabbed the wand and it transformed. "Don't worry mom I can handle it." said Star

10 seconds later Star had some houses set on fire.

"She can't handle it." said Star's mom and dad

Later Star's parents were packing a carriage.

"No please, I'll be good please don't send me to St. Olga's Reform School for Wayward Princesses." said Star in a sad tone then she started to scream.

"Sweetie we are not sending you there." said River

"Yet!" added Moon

"We are sending you to a safer dimension. A place called earth."

"Earth?" questioned Star

"Manfried open the portal." said River

"Goodbye Mewni." said Star as she left Mewni

On earth

"So you say your from anther dimension." said the Principal White

Star flinched the lights on and off. "And you said there was no magic on earth." said Star

"She is going to need a guide." said River

In a class room

 **Ben Tennyson please report to the principal's office.** said over the loud speakers

"Looks like someone is in trouble." said Cash as Ben got up.

"Good one Cash." said T.J.

Ben went to the principal's office. "You wanted to see me principal White?" asked Ben

"Yes, I want you to show the new exchange student around." said principal White

Star was looking at the drinking fountain. Then pressed a button, then water came out and she took a fighting stance.

"Hello, I'm Ben Tennyson."

"Hello, I'm Star Butterfly. I'm a magical princess from anther dimension." said Star

"Well Star not many people know about magic or people from other worlds and some that do are not that friendly. So if I were you I would try keep your magic secret."

"Well thanks for the advice and the tour. See you tomorrow friend."

"See you tomorrow." then Ben got on his bike and rode off.

Few minutes later.

Ben knocked of a RV door. "Grandpa Max, open up. It's me" Ben looked in side and saw the lights were off. He picked up a rock and got the key to open the RV door. "Hello, grandpa. What happened in here?" he asked himself. Then he heard a noise. He head to the bathroom, open the door and found it was empty. Then a strange creature pulled the curtains on his right. It roared then started to attack. Ben dodge to the left. Then slapped his wrist. "Oh, man." the creature attack again and Ben dodge to the left. The creature strike but Ben blocked it with by opening the freezer door. The creature rip the door off and stroked with the other hand. Ben ducked and event under the table. The creature pulled the table up and thru it. Ben jumped to dodge the creatures next attack. The creature headed to the front of the RV. Then Ben tapped his shoulder. "Peekaboo!" then he sprayed the creature with the fire extinguisher. Sending the creature out the front windshield. "That thing was looking for something, grandpa. But what?" then Ben sat in the from seat and flicked a few switches. Then a compartment opened up. Ben grabbed what was inside. Then grandpa Max appeared.

"Hello, Ben." said hologram Max

"Grandpa, what's..."

"I left this recording where I knew only you would find it. I'm in a bit of a situation, but it's nothing I can't handle. Certainly nothing for you to worry about. There's renewed alien activity on earth. I'm investigating." then the hologram of Max disappeared then reappeared a few seconds later. "Oh, don't worry about the omnitrix, either. I have it, and it's completely safe. They'll never get there hands on it. Say hello to your cousin Gwen for me. I love you. Max out." then the hologram of Max disappeared.

"You've got the omnitrix?"

Ben rode his bike home and saw Star and his parents on the couch.

"Ben say hello to the new exchange student staying with us" said Ben's mom

"I didn't know these were your parents. I thought I was with a different family with the last name Tennyson." said Star

"So you two meet before?" asked Ben's dad

"Yeah, I showed Star around school." said Ben

"Ben why don't you help Star take her things up to her room." said Ben's mom

Ben carried Star's trunk up the stairs to her room witch was right across from his.

In the tree watching them was a green creature. He took out some scissor and cut the air opening a portal and went thru. He found himself in a thrown room and saluted. "Ludo, master I tracked down Star Butterfly. They've hidden her in the earth dimension unguarded."

There was an evil laugh then thrown spun around revealing Ludo. "Excellent work Buff Frog. I knew they couldn't hide that royal brat from me for long. Soon the wand will be mind. Then the universe and then actually the universe should do it. I'm coming for you princess Butterfly."

 **Back to Ben and Star**

"It's a good thing I'm staying with your family." said Star

"Yeah, just so you know my parents don't know about magic and aliens. And I don't know how they will react so you have keep your magic hidden." said Ben

"So I can use magic as long as your parents don't find out."

"Correct!"

"Well that will make unpacking much easier." Star said tacking out her wand. "Rainbow sprinkles room unpack." Star's wand glowed as her stuff was putting its self away.

Ben went to his room. He opened his closet. "He says he's got the omnitrix. I know its in here somewhere." Ben opened a box and moved some cards and found the omnitrix. "What are you trying to tell me grandpa?" Ben went downstairs. "Mom, Dad I'm going out."

"Ben why don't you take Star with you and show her around." said Ben's mom

"But mom I was just going to meet Gwen."

"Ben Tennyson, you can still show Star around." said Ben's dad

"Okay, Star do you want to go uptown?"

"Sure." said Star as she came down.

The two started to walk.

"I'm sorry for unconvinced you Ben." said Star in a sad tone

"It's bot your fault Star. It's just something happened between the time I left school and meet you at home." said Ben

"What happened?"

"My grandpa is missing."

"Oh I'm sorry."

"That's all right."

"Well I'm going to help you. So were to first?"

"Thanks, first we are going to see my cousin Gwen.

Later.

Gwen grabbed and flipped someone. "Point, victory." said the judge. The crowed applause, as the crowed disappeared it reviled Ben and Star.

"So how's my favorite cousin?" asked Ben

Gwen gave Ben a hug. "Ben! Still undefeated. Compliments, means you want something. Who's the girl" asked Gwen as she noticed Star

"This is Star she is an exchange student that is staying with my family and I got a problem, I need advice."

"Okay, as soon as I change."

Later

Ben and Star found themselves asleep on the mat. Then Gwen came in waking them up. "Well look at the cute couple." said Gwen teasing them.

Both Ben and Star stumbled up. "We are awake." they both said

"Ben you said you need my help?"

"I need advice." said Ben showing the omnitrix. Ben also showed Gwen and Star the recording.

"Grandpa doesn't have the omnitrix. You do." said Gwen

"Yeah, he's sending me some kind of message. I think he wants me to put it on again."

"He always said that was your choice. You don't have to do it if you don't want to."

"Excuse me but might I as what is this omnitrix?" asked Star

"I can the omnitrix is a powerful device. That can transform you into different aliens." said Ben

"Really, how long did you have it?" asked Star

"I had it scenes I was 10 and when I used the watch it made me feel special."

It wasn't the watch that was special it was you. And you earned the chance to a normal life. You but it back on and that's pretty much it for normal." said Gwen

"But what if grandpa needs my help?" asked Ben

"He said he didn't. Anyway, remember how much trouble it was getting it off the first time.

Then the door open.

"The omnitrix ain't yours."said a voice ben, Gwen, and Star looked to see a guy there. "Give it up."

"No way." said Ben then the three ran to the left and the man followed. Ben tried to open the door but it was lock.

"Give it to me, now." said the man

"Or what?" asked Ben

"Or this." he said as remove something an it was reviled he was an alien.

"Oh, that's so creepy." Ben said sarcastically. Ben ran to the left but the alien stop him with a blast.

"Don't make me use it on you."

"Who's making?"

Gwen step up on purple steps and her hands glowed purple, and Star got her wand out.

Not fish face here, that's for sure." said Gwen

"Yeah!" said Star

The alien fired three blasts at Gwen, but Gwen blocked the blasts. And Star fired a magical blast disarming the alien. Gwen fired a purple beam and grabbed him and lift him up.

"Ben you never told me your cousin knows magic." said Star

"Yeah, sorry about that." said Ben

"Now it makes sense how you know about magic and other worlds."

"Yeah! Gwen you're getting really good at that stuff."

"Thanks." said Gwen

"I want some answers, right know. Otherwise..."

"Yeah?" asked the alien

"I don't know, I'll overfeed you."

"Do I look like somebody to joke with? I'm a duly deputized agent of the plumbers. An intergalactic law-enforcement organization."

"I know what they are. My grandpa Max use to be a plumber."

"I thought plumbers fix toilets?" asked Star

"Yes they do. But these are a different plumbers. They enforce the law in the universe."

"Max Tennyson? He was helping me on a case when he went missing." said the plumber

"We're looking for him." said Gwen

"Wait he's your grandfather? You're the legendary Ben Tennyson?"

"Your a legend?" asked Star

"I guess so." said Ben

"I thought you were just some kid. Who snatched it from the rust bucket. Guess I owe you an apology. If you get me out of this thing. Maybe we can find your granddad together." said the plumber

Ben nodded and Gwen lowered him and let him go. Ben looked at the omnitrix.

"Are you sure?" asked Gwen

Ben but the omnitrix on his wrist. "I'm sure."

"And if I'm not mistaken you are the princess of Mewni?" the plumber asked Star

"Wait Star's a princess." said Gwen

"Yeah but how did you know?" asked Star

Well for one you are holding the royal family wand. And your parents told use you were going to be staying on earth."

"Wait my mom knows about the plumbers?"

"Yes, there a lot of plants that know about the plumbers and some where only there governments know. I guess they are waiting tell you are older."

Later in a train yard.

"So what are we doing here?" asked Gwen

"Stakeout! According to a tip from your grandfather, the forever knights, a group of criminals who..." said the plumber

"Trade in alien technology. To destroy aliens. Yeah, I know. I've run up against them before."

"So were they the people you were warning me about before?" asked Star

"Yeah!"

"They're supposed to show up here tonight to receive a shipment of illegal alien tech." said the plumber

"Who do they get it from?" asked Gwen

"Don't know. Max was going to tell me, but he disappeared. Someone's coming."

Then two trucks pulled up and a green car. Then someone got out of the car.

"That's Kevin!"

"You know him?"

"Kevin Levin, he's it superpowers. I fought him all the time when we were kids." said Ben

"Okay, Ben when we get back to your house you have to tell me about your adventures. So what happened to him?" asked Star

"He end up trapped in the null void, it's kind of an extra-dimensional jail." said Gwen

One person from one of the groups walked up to Kevin and gave him a briefcase. Kevin opened and saw the money. "Money's here" he said then the other group brought some stuff out of one of the trucks.

"Well, he's brokering the deal." said the plumber

"Why not? You said it was illegal." said Ben

Kevin gave the briefcase back and open on of the crates the other group brought out.

"As promised, four dozen factory-new laser lances. Ether-point energy module, antenna-focused emitter. It's good for 35 minutes of continuous fire at .06 terrawatts. Is that good?" said Kevin. Then he fired at a cargo car and blaster a hole in it. "You tell me."

Those lances are level 5 technology! Planet earth has only level 2!"said the plumber

"Hey, what happened to the whisper?" asked Ben noticing he got louder

The plumber left his spot and Ben, Star, and Gwen followed.

"Hands above your heads, air breathers. By authority of the plumbers, you're all busted." he said show showing his badge in one hand and his blaster in the other.

One of the groups removed something from there face a reveled to be like the same creature Ben fought in the rust bucket.

"Oh, that's so creepy." said Gwen sarcastically

"Isn't it?" said Ben

They moved back a little.

"Back off!" said the plumber. Then he fired at the ground setting it on fire. The weird aliens backed off a little as well.

"What now?" asked Ben

"Standoff." said the plumber

"Um, I don't think so. The other guys are behind us." said Ben

They turned around to see the others group in armor. And the fire was going down.

"We are toast." said Gwen

"No, we're not. It's hero time!" said Ben as he activate the omnitrix. But it just beeping and the green turned blue.

"Was the suppose to happen?" asked Star

"No it is not. Ben!" said Gwen

"Watch!" said Ben

Both groups were getting closer. As Ben keeper messing with the watch.

"Ben, seriously."

"This is a really bad time for a reboot. I got nothing."

"Maybe I do." said Gwen as she fired to energy balls at the forever knight sending the to the ground. The plumber fired at the aliens feet. Star took out her wand. But the knights got up and started firing Gwen made a shield to block they blasts. One of the aliens chased Ben.

"Come on, come on." said Ben messing with the omnitrix as he was being chased.

Star punched one of the aliens the round housed kicked it. As the plumber hand and blaster by a sticky goo. Then was soon covered by it. Ben kept running dodging the goo the alien chasing him was shooting. Then made some two by four fall on him. Then he went back to messing with the watch. Star blasted the alien with a magical blast send it to the ground. Wall Gwen's shield was broken thru. Then she fired two energy balls at the forever knights. She step forward and step in some goo. And more aliens covered her with goo. Star saw thus and headed to help but her wand and hand got covered with goo. By an alien on the side and soon was covered with goo as well. Ben kept messing with the watch and then it transformed.

"It never did that before." said ben. He activated the watch and holograms of his forms appeared. Ben cycled thru the chooses. "I don't recognized any of these guys, although under the circumstances. This one looks pretty good." he slapped his wrist. "Swampfire! Ew, what's that smell?" he smelled himself. "Is that me?" Ben ran back and saw that Star, Gwen and the plumber were covered in goo. "Get away from my friends!" he ran up and punched two aliens the ducked and punched the third. The three other aliens ran to there truck and left. Ben pulled out a metal pole and hit the truck sending it on its side. "I forgot how much fun thus is." the forever knights started to blast him but the blasts seam to go thru him. "Cut it out that tickles." then one of the blasts hits his arm and it came off. "Hey!"

Then Star, Gwen and the plumber gasp.

A vine from his arm came out then he found his arm reached. "You guys are in so much trouble." he ran up and punched two knights down. As he made his way to the other knights Kevin got in the way.

"Hey, Tennyson." said Kevin

"What do you want?"

"Let's see. You trap me in the null void for all those years."

"You did that to yourself."

"And you ruined my deal today. I'm thinking I want revenge. The good news is, since I can absorb anything. I've got more than enough power to take it." he said as he absorbed the the rail.

"That's new."

They started to fight Kevin punch thru Ben's gut but he found he couldn't get it out. Ben then slapped his hand together on Kevin's head. The Ben kicked Kevin away into a metal crate.

The forever knights and the aliens did there deal. The knights got the lances and the alien got the money.

Kevin letter a metal crate and thru it at Ben.

"And that's what happens when you mess with me."said Kevin. Then Ben came out from underground.

"Peekaboo!" said Ben right before he punched Kevin. Kevin letter a cargo car. And Ben blasted with fire knocking Kevin unconscious. Ben walked up to his friends. He heated up the goo till it was and broke Star out of it. "Okay just two more." but then a portal appeared and some monsters came out of it.

"At last Star Butterfly I have found you." said Ludo

"Ludo how did you know I was here?" asked Star

Wouldn't you like to know."

"Yes, that is why I asked."

"Well I don't have to tell you anything. Get her boys." The monsters chat red the Ben punched one of them. "Why are you protecting the princess you are supposed to be on my side."

"Because Star is my friend and I'm not on your side." said Ben as he punched anther monster and the shot fire at a different one. Star also joined the fight kicking a monster in the face and then blasting one with magic.

"You said the princess was unguarded." said Ludo to Buff Frog

Star jumped off a cast a spell. "Rainbow pixey punch." that send the monster near Ludo.

"You monsters are embarrassing me." said Ludo

"Mega narwhal blast." said Star as faint narwhals appeared and hit some of the monsters. "Do you want some of this Ludo?"

"No!" said Ludo as he brought out a pair of scissors. "You see you morons. This is what happens when you don't work out. Now back into the portal." then the monsters went back into the portal. "I'll get you Star Butterfly." he said as he went thru and then closed.

"Okay, now that distraction is taken care off lets help the others out of the goo." said Ben

Later Kevin regained consciousness and Ben return to normal. Kevin got up a little and tried it get out of the cuffs.

"Energy cuffs, you can't escape. Ain't nothing there to absorb." said the plumber

"Gwen you still got some of that stuff in your hair." said Ben

Gwen looked.

"Other side." said Kevin

Gwen touched it. "Ew!" said Gwen then she started to pull it out.

"I'm sorry, Gwen I thought I got it all." said Star

"That's alright at least I can move."

"Time we had a talk, tough guy." said the plumber talking to to Kevin. "These weapons run on ether-point energy cells, a dangerous technology way too advanced for humans. They shouldn't even be on this planet."

"So? How's that my problem?" asked Kevin

"While we were fighting, the forever knights got away with a crate full of them." said Ben

"You set up the deal. You're going to tell me where they are." said the plumber

Gwen touch Kevin's shoulder. "Kevin, people could be hurt." said Gwen and Kevin just looked at her.

"You're in a lot of trouble, son. I'm giving you a chance to help yourself here."

"You don't have to convince me. Those guys ran off before I got paid. I'm happy to help find those deadbeats.

Later in Kevin's car. Kevin is driving. Gwen is in the passenger seat. The plumber is behind Kevin. Ben is behind Gwen and Star is in between Ben and the plumber.

"I still think I should drive." said the plumber

"Nobody drives the car but me." said Kevin

"You were telling us about the aliens." said Gwen

"I don't know anything about the once we fought today. Never met that kind before." said the plumber

Ben looked at his alien selection. "I don't see them in here, not that I know how to work this thing anymore." said Ben

"Maybe after you get your license, pee-wee." said Kevin

"Who won are fight again? Oh, I remember, me!"

"There's been a lot of alien activity on earth lately. Don't know why. Your grandfather thought maybe the weapons deal would lead us to whatever's causing all of the interest. Now he's missing." said the plumber

"Knowing grandpa Max, he's probably at a restaurant enjoying a roasted cockroach salad. It's a wonder that weird food didn't kill him." said Gwen

"He's not dead! Stop making jokes about him!" said Ben in an angry tone.

Then car stop.

"Don't talk to her like that." said Kevin

"I'll talk to her any way I..." then Ben thought for a moment. "Your right. I'm sorry Gwen."

"Your just worried about your grandpa." said Star comforting him with a hug.

"I just wish he were here. He would know what to do. He always knows what to do."

"Well, he ain't. You're the one with the omnitrix. You're going to have to figure out how to get things done on your own." said the plumber

Then the car stared to move again.

"This is it." said Kevin as they drove up to a castle.

"Subtle, nobody would think to look for knights in here." said Ben

"You didn't." said Kevin

"How do we get in?" asked the plumbers

They got out of the car. Then Gwen fired a magical beam and grabbed the top of the draw bridge and pulled it down. They entered the castle. Gwen lit her hand up and Star made her wand glow. So the group can see.

"There's no one here." said Gwen

"Are you sure this is the right place?" asked Star

"There's a hidden door. Keep looking." said Kevin then he started to grab some stuff.

Ben noticed. "Maybe you should have brought a shopping cart." said Ben. The group continued to look. "I don't like the looks of this." then he knocked over a suit of armor.

"Come on, man! What are you doing?" asked Kevin

"Sorry, guess I'm just a little..." as Ben was saying the rest of the group saw something behind him. Then Ben looked behind him and saw a dragon. "Paranoid!"


	2. Star arrival and Ben 10 returns part 2

The dragon roar and chased the group. The dragon trying to get a few swing on them but they dodged. They went into a different room the dragon tried to follow but couldn't. Then they meet up with some forever knights.

"Nobody move! Hands on your head!" said a knight as the rest pointed there lances at them.

"Make me!" said Kevin as he absorbed some rock. He grabbed the floor lift it up and crashed it down sending a shock wave that tossed the forever knights in to the air and fell on there backs. But a few were not lifted up in to the air they moved forward and fired there lances. Gwen summoned a shield to block they attack. As the plumber fired behind it on one side and Star was firing magic blast on the other.

"Whoops!" said Ben as he looked back. Then the dragon busted thru the wall. Ben ran toward the dragon activated the omnitrix and slammed it down. "Echo Echo!" Ben duplicated himself and jumped on the dragon. "Got him!" and his duplicates said it as well. Then the dragon fell causing a dust cloud. Kevin lift up a knight.

"Oh, you're not gonna..." said the knight

"Yeah, I am" said Kevin then knocked his head with anther knight. A few knights fired he ducked then punched the three knights. He ran up and hit four more knights. Then a knight behind kevin aimed his lances at him.

"Kevin!" said the plumber. As he fired at the knight. The knight's lance started to spark. He got up and picked up his lance. "Don't do it. It's busted." the knight pulled the trigger. Then a red electrical orb surround him. He screamed out in pain. "Hit the deck." the plumber said as he tackled Kevin down. The the orb explode leaving a crater. "That's why level-5 technology is illegal on earth. Humans aren't ready for it."

"I owe you one." said Kevin

"Yeah, you do." said the plumber they went back into the fight.

Star blasted a few knights. Then she slide under a knight then blasted him from behind. Then hit a knight with her wand. Then blasted five knights down. Then she spin kicked a knight into three other knights that were behind him.

Gwen fired an energy blast at a knight. Then she walked up her energy steps. Then jumped on a knights head and the knocked him into the knight in front. She fired a blast grabbing a knight and thru him into two other knights. Then fired an energy blast tacking down a few more knights.

The Bens were hanging to the dragon still saying. "Got him!" Then the dragon thru off the ones that were on it head. "Don't got him." they said right before hitting a wall. Then the dragon tossed of the ones of it's tail into a wall as well. Then Ben let out aloud noise. The dragon didn't like the noise. Then the other Bens joined in as well. The rest of the group covered there ears. The dragon stated to spark then called apart and soon exploded. Then Bens rejoined.

"You could warn somebody when you're gonna do that." said Kevin

"Seriously! I've got earplugs in my purse." said Gwen

"Sorry!" Ben Apologized

"That's all of them." said the plumber as he put all the lances in a pile. "If you wouldn't mind." Ben walked up. Star, Gwen and Kevin covered there ears. Then Ben screamed, destroying the lances.

"Hey are you okay?" asked Ben right before he transformed back. "There's water leaking out of your suit."

The plumber put hi hand to the leak, but some in his hand. He brought it up and saw it was steaming. "That's not water." he fell to the ground.

"You all right, man?" asked Kevin

"Ben, listen to me." said the plumber

"I got a tire-patch kit in the car. Maybe we could..."

"No time for that. There's nothing anyone can do. "

"Let us help you." said Gwen

"Yeah, at least let us try." said Star

"If you want to help me, finish the job. You have to find out were the level-5 tech is coming from." said the plumber

"I will." said Ben

"That's just the tip of the iceberg, kid. Your grandpa was on the trail of something big, an alien conspiracy with earth in the middle. He was working undercover. If you cram this case, maybe you can find Max and save your planet."

"I can't do it without grandpa. I don't know how."

"You... you are Ben Tennyson. You can do anything." then his helmet stared to smoke and then he was gone.

They stayed quiet or a moment. "I'm going to need help." said Ben

"You know I'm here for you." said Gwen

"Star, I'll understand if you don't want to join."

"Of course I'll join we're friends and friends help each other." said Star.

"Kevin there's no money in this, but..."

Kevin grabbed the plumbers badge from his belt and said. "I'm in."

Later.

"Are you sure this is going to work?" asked Ben

"No, I've never done this before. But in theory I should be able to trace the vibrations from this laser lance back to the people who used to own it." said Gwen

"I thought Ben destroyed all those things." said Star

"Same here." said Ben

"I kept one as a souvenir. Lucky, huh?" said Kevin

Both Ben and Star looked at him suspiciously.

The lance kept spinning, then it pointed and stared to move. "Hey, it's working. Follow me." said Gwen as she levitated.

"I'll follow you anywhere." whispered Kevin they soon found themselves going off-road. "Except there! Come on, Gwen. Paint job!"

Later

"This is it down that mine shaft." said Gwen

"We'll have to get past the..." but before Ben could finish Kevin knocked the guy out.

"I think you hit him to hard." said Star

"Not hit." Kevin toiled of something of his face and reveled one of the aliens from the train yard. "It!"

"It's like the mask the aliens at the train station were wearing." said Gwen

They got into the elevator. "We're getting warmer." said Ben

They headed down.

"Not much to see down here."

"I don't think so." said Star

They found a place to hide.

"That's big." said Star surprised

"Its the mother ship. Don't you get it. Grandpa Max has to be in there." said Ben

"So how do we get in?" asked Gwen

"How's this work again?"

"Photonic displacement. You can set it to make you look like whatever you want." said Kevin

Ben put the mask on and turned into one of the aliens. "How do I look?"

"About the same taller."

Star brought a crate. "We can use this." said Star

"Why?"

"Just get in Kevin." said Gwen

They found themselves in the ship.

"Hey, how's it going?" Ben asked two other aliens as he passed. "What's up?" he said to another. Soon the room was clear. "End of the line."

They got out. "It's cold in here." said Star

"Okay what's next?" asked Gwen

Ben took of the mask. "See if you can find out were grandpa is. It is cold thought." he said

"Okay, let me try something." said Gwen. Her eyes turned purple and then she got some visions of some places. "I'm sorry, Ben. Grandpa was here, maybe a couple of weeks ago, but he's not here now."

"So know what? We just get out of here, right?" asked Kevin

"Wrong! When I was little, grandpa Max taught me to ride my bike. He ran alongside me, holding me up while I pedaled. By the time I realized he had let go. I'd already been riding by myself for a long time." said Ben then he smiled. "Training wheels off, guys. We're gonna finish the mission."

They found themselves in one of the room Gwen had a vision.

Kevin absorbed the wall and punched down a door and saw more of those lances

"Weapons room." said Gwen

"Yep." said Kevin

Gwen then send out some energy blasts and distorted all the lances.

"A little louder, why don't you?" said Ben

"No big deal. We'll be out of hear before they even..." but before Kevin could finish a group of aliens came in.

"You were saying?"

The aliens fired there goo, but Gwen put up a shield. "How about we fight them instead of each other?" said Gwen

Ben activated the omnitrix and slammed it down. "Humongousaur! Yes, guess what time it is? It's hero time!" said Ben then jumped up and body slammed. The aliens scattered. Then he roared and charged.

"Save some for me." said Kevin as he absorbed more. "Those creeps cost me a major payday." Gwen looked at him as she wrapped one up. "Also because they're evil, and we're against that." then he punched an alien in the face. The started to beat up more. Gwen fired energy balls at the aliens. Star fired some magic blast as well as punched and kicked some of the aliens.

Ben punched a few alien before they jumped on him forcing him down and shot goo on one of his wrists. "I can't believe you just did that." said Ben. He left his arm with some of the floor. He roared and hit the alien behind him with his tail. He charged and took out the aliens even rammed on in to the wall destroy on his arm.

"We kick butt!" said Kevin

"So far, but there could be hundreds of these guys in here." said Ben

"We destroyed the weapons." said Star

"Yeah, why not just leave?" asked Gwen

"Good call. Let's... oh, man." said Ben as he saw a much bigger and different looking alien.

"What are you creatures doing on my ship?" the alien asked. "I do not repeat myself to lower life-forms. What are you doing on my ship?"

"Did you just call me a lower life-form?" asked Kevin

"I'm pretty sure he did." said Ben

"And while he may have a point, it's rude to say so." said Gwen

"Yeah!" said Star

You vermin would dare mock a highbreed commander?" said the highbreed

"I'd mock anybody who would use the word "mock."" said Ben

Then Kevin charged at the highbreed. But the highbreed slapped him across the room.

"Kevin!" said Gwen. Then the highbreed jump towards him. Then Gwen shot an energy beam and grabbed the highbreed hands. But the highbreed pulled her making her hit the wall, but his wrists were still tied.

"Did he hurt you?" asked Kevin

"No!"

"Well, I'm gonna hurt him." Kevin said about to attack

Star pointed her wand ready to attack. But Ben stop both. "He's to strong. I'll hold him off. You guys get out side." said Ben

"I'm not leaving you to fight that thing by yourself." said Star

"Neither am I." said Gwen

No time to argue. Kevin get them out of here!" said Ben

"You heard the man." said Kevin as he grabbed star and Gwen.

"Let us go!" said both Star and Gwen

"As soon as we're off the ship." said Kevin as he ran.

The highbreed broke out of the bindings. "Maggot. You would face me alone?" asked the highbreed. They charged at each other. They were even. "Vermin!" he shouted as he slapped Ben into a wall. He ran up and punch him but Ben dodge he's head. "Filthy creature" then he thru a other punch but Ben dodge again. "Hold still!"

"Why would I do that?" asked Ben then he started to run but the highbreed grabbed his tail, and thru him into walls and the floor.

"You've ruined everything by discovering this location. You've set are plains back months!" the highbreed said before throwing him. "Inferior scum, I have to move my ship, find a new hiding place, and have to sterilize the area."

"Sterilize?"

"Destroy all life within five miles of here. No witnesses will live to tell the tale."

"You can't!"

The highbreed grabbed Ben and lift him. "I can, and will."

"Let me go!" then Ben bite the highbreed hand.

"Aah! Filth!" he said as he removed his hand form Ben's mouth. "You've infected me" he grabbed Ben. "Get off my ship." as he thru him off the ship.

Gwen and Star fired magic beams that grabbed Ben and pulled him towards them. Ben fell to the ground.

"Guess you showed him." said Kevin

"He's going to destroy the town." said Ben

"How?" asked Gwen

"I don't know, but he's going to do it now unless I stop him." Then the ship activated and started to take off. Gwen put up a shield to protect them. As the engine fired. Ben grow even bigger and charged. "You've got yourself a big problem." he said as he jumped and grabbed the ship. The ship emerged out of the ground. The ship started to fly over the city. Then started to fairer a laser. "No!" he said then started punching the ship. Ben pulled out some cords. Then the ship exploded a little. The laser stopped for ring before it could hit a hospital.

With the others

Gwen made stars for Star, Kevin and her to get them above ground. They noticed Ben was just hanging on to the ship.

Ben

"Come on! Come on!" said Ben as he lost his grip and let go falling back to earth. He crashed back to earth and left a crater. Then returned back to normal. "Not fun." the ship descended and crashed into a cliff. Star, Gwen and Kevin ran to the crater. Ben noticed something about his leg and covered it. Star, Gwen and Kevin arrived. "How'd you find me?"

"Looked for the front end of the big trench you dug with your face." said Kevin

"Are you okay?" asked Star

"Humongousaur skinned his knee, and it was still skinned when I turned back." said Ben

"So what happens now?" asked Kevin

"We keep looking for grandpa Max. Guess the best way to do that is to solve the case he was working on."

"Easy as pie. Anybody know how to make a pie?" asked Gwen

"Listen. We've had a lot of problems in the past, but I wanted to say thanks. We wouldn't have made it without you." said Ben and the reached out his hand

"You still won't make it without me." said Kevin

Then Ben lowered his hand.

"Are you saying you want to help us?" asked Gwen

"I'm saying I made somebody a promise. I'm seeing this trough to the end." said Kevin

"Then you can shake hands, right?" asked Ben raising his hand again. Star and Gwen put there hands on Ben's. After a few seconds Kevin did so to. "It's hero time!"

In a secret location an alien walked up to a device. Then a highbreed appeared on it.

"You may speak to me half-breed vermin." said the highbreed.

"The news isn't good. Max Tennyson continues to evade us." said the alien

"This is unacceptably, insect."

"If I may, master, the bad news doesn't stop there. A supply ship was destroyed in an altercation with Ben Tennyson. Master, witnesses say he has the omnitrix."

"Ben 10 is back. But he has no idea what he's up against this time. No idea at all."


	3. Party with a pony

Ben entered the house. "Star I'm back and I brought chilly fries." Ben said as he brought them out of the burger shack bag.

Star jumped and clapped her hands. "Owwww. Rectangle food." But before she could eat it there was a knock on the door.

Ben opened the door. He looked around and then saw someone. "Wow, a flying pony head with a horn. I would say that's the strangest thing I have ever seen. But I have seen weirder."

Then Star ran up and move Ben out of the way. "Flying princess pony head." Star said excitedly

"Oh, hello B-fly." said pony head and then they hugged. "Girl were going out tonight. Are you ready to make some bbbbbad chooses?"

"Let me just grab Ben first."

"Oh, you mean the guy you pushed over."

"I'm alright." said Ben whipping the chilly fries of his jacket.

Star grabbed Ben and pulled him over. "Pony Head meet my best friend Ben Tennyson."

"Your best friend?" questioned pony head

Star thought for a moment. "Oh, on earth, your my best friend on Mewni. Ben this is the pony I've been telling you about."

Pony head snorted in his face. "I hate your face plus your ugly." then laughed. "Just kidding that's a joke. Tic-tock girl lets pat-tay."

"Yeah Ben, lets par-tay."

"Wait with her you know we can't do that here. We can party in the house." said Ben

"Wait why?" asked pony head

"Ben is right no offence pony head, but people hear aren't used to beings from other planets or dimensions. They will or probably start freaking out when they see you." said Star

"Then why didn't Ben freaked out?" asked pony head

"For one I know about other beings and two I have seen creepier things." said Ben

"If we can't go anywhere on earth. Then what if we use these?" asked pony head right before she brought out a pair of scissors of her mouth.

"Oh dimensional scissors. With those we can hang out at some place. My two besties are go in to be besties." said star hugging them both.

"Sweet lets go." said pony head before she opened a portal. Then the three went thru.

Then three men came thru a portal. One of them looked at the ground. "Glitter! She was here."

Ben, Star and pony head found them selves somewhere else.

"Star, where are we?" asked Ben

"The bounce lounge. My favorite place to chill. Just stay away from the edge." said Star Ben looked over the edge and saw spikes. Star grabbed Ben. "Ben, photo booth. Photo booth. Come on!" she kicked pony head in and then pushed ben in there. Then they took son photos. "Now just you two a souvenir from the night my besties became besties." then she left the booth.

"Listen we are not going besties. We're not going to be second besties." said pony head before the first photo was shot.

"Second besties that's not a thing." said Ben

"Oh, do you want to make this a thing." she said right before the second photo was shot. "Look here earth turd, this night is real to me. You mess that up and you get the horn." she said right before the this rd photo was shot. "You got it, good later." she said as she left the photo booth. Then the last photo was shot with Ben concerned.

Ben looked out of the photo booth and saw Star and pony head dancing. "Psst Star, I need to talk to you." whispered Ben. Star took Ben and started to dance with him. "Star pony head threatened..." but before Ben could finished pony head pushed him. Ben grabbed the edge before he could fall.

"Fall, fall." Repeated the skeleton.

Ben activated the omnitrix but before he could change. Star came and helped him up. "Ben you have to be careful." said Star

"Pony head tried to shove me off this cloud." said Ben

"No, she just gets a little wild when she dances."

"Well she also threatened me in the photo booth, and no offense I will use the omnitrix to defend my self if I need to."

Star looked shocked. "I understand Ben. You see pony head can be possessive. Hey Pony lets go to the amethyst arcade. Ben will have more fun there."

"No way, girl. I'm getting my dance on." said pony head then notice a portal opened up. "Yes, Star he would like the arcade better. Let's go." she said as she opened the portal and went thru.

"She's worming up to you."said Star pushing Ben thru the portal then jumping in.

"Wow, so many video games." said Ben

"Yes I knew you would like it here. This place is full of squares." said pony head.

"Look, lance lance revolution. That's perfect, you guys go play." said Star

They started to play the game.

"Your going down, downer." said pony head

"Well if I'm going down in going to take you with me." said Ben

"I don't think you can do that in the game." said pony head

"Aw, look at you two getting along." said Star then she touched there backs and noticed they were a little sweetie. "I'll go get us some nice cold icicles. To put on your sweetie back." she said as she left them.

The man from before was looking around the arcade. "Hey, square have you seen this head?" he asked

Pony head heard this and froze for a second. Then Ben took the opportunity to win the game.

"Ha, who's the turd now?" asked Ben

"Still you." said pony head flying away.

"I'm next, but can you do less trash talk?" asked the square

Pony head meet up with Star. "Hey, Star I'm bored. I know this other club so lets bounce." said pony head bring out the scissors.

"Okay, I'll go get Ben." said Star

"No no no, he went on a head. Yes he wanted to save us a place in the moss pit. Yes that's is the course of events."

"Classic Ben. Always butting friends first." she said before jumping into the portal.

Ben was back playing games. Then he looked around. "Star, pointy head." said Ben wondering were they are. Then these three men surround him.

Pony head and Star were having fun. "Is this not a blast or what B-fly?" asked pony head

"Yeah, but I haven't seen ben around anywhere." said Star

"You got me girl and I'm way more fun."

"What are you talking about?"

"Funny story, your going to love it. I kind I ditched him and left him in the other dimension."

"What!" she shouted and fell. "How could you do that to my best friend?"

"Best friend? The last time I checked the best friend was me."

"I can have two best friends. Unless one of them is a friend ditching liar."

"That earth turd means that much to you?"

"He's the best turd I ever known."

"Okay!"

Back to Ben. Ben is tied up and the mean were asking him questions.

"For the last time were is she?" asked the man

"I keep telling you I don't know." said Ben

"Not talking, what if I do this." he said as he flickered the light on and off.

"Really that's annoying, but not really threatening."

A portal opened and Star and pony head came thru.

"Look there he is." said Star noticing Ben with the three guys. "Crystal dagger..."

"Wait, B-fly! It's to dangerous girl. Hold out your hand." said pony head as she gave Star her scissors.

"Your dimensional scissors."

"I won't need them were I'm going." then pony head flew off

"Pony head!"

"Oh, hey, creeps. I heard your looking to ride with a pony. So come and get me." said pony head getting the mens attention. The men started to chase her. As pony head lead them away.

Ben struggled and got his left arm free.

"Don't worry Ben I'll get you out." said Star pointing her wand at him

"Star my arm is free I can..." said Ben

"Shiny emerald snake strike." said Star as he found himself covered in snacks. "Come on Ben." she said as she grabbed him.

"You know, Star my hand was free. I could have turned into an alien and got out of the ropes."

Then Star face palmed. Reliving that she could have helped with that. "I guess I was in to much of a rush."

"Its alright I use and still might act rash sometimes. But I try to remember what my grandpa Max told me. To fight smarter not harder."

"Your grandpa sounds wise. But I think we should focus on saving pony head."

Pony head was racing around blasting stuff with her horn. "I feel so alive." said pony head right before hitting in to a wall. Then Star and Ben showed up.

"Don't worry pony head we got your back, of you head." said Ben

Pony head got up and was ready for a fight and so was Star. Ben activated his omnitrix but before he hit it down.

"Time to give it up cupcake." said a voice

"Is that king pony head?" asked Star

Then a big pony head showed himself.

"Hello, daddy." said pony head

"Hello, princess." said king pony head

"What is he doing here?" whispered Star

"Oh, B-fly. It's the end if the line for me. But at least night of fun with you girl." said pony head

One last night? Before what?"

Before this, I'm going to St. O"s."

"Not St. Olga's reform school for Wayward Princesses."

"Its true I did it to my self. I'm headed to the slammer."

"It's reform school, cupcake not jail. Although admittedly its a lot like jail." said king pony head

"Pony head you knew you would be sent to St. Olga's. But you still came back to save Ben." said Star

"Well its hard to say it. But he is your other bestie. Okay I said it." said pony head

"Come here."

Then the two shared a hug. "Hugs." said the two of them and Star pulled Ben into the hug.

"Okay princess time to go." said the man

"Bye pony I'm going to miss you." said Star

"Hey pony, good luck in princess jail." said Ben

"Thanks, earth tu... I mean thank you Ben. But don't worry about me no jail can hold me for long." said pony head right before she went thru the portal then king pony head went thru.

"Yay, my besties are besties." said Star

"Yeah I wouldn't go that far." said Ben. Then reliving something. "But we're stuck in anther dimension."

"No we aren't." said Star showing him the dimensional scissors. "Now we can go anywhere we want. Anywhere in the entire universe."

Ben and star found themselves back on the couch at Ben's house eating chilly fries.


	4. Everybody talks about the weather

On a farm on a day an man tending to his crop. Then a man on fired flew by. Two cops were following him.

"There he goes." said one of the cops

"Suspect is heading west to the back 40 of the Douglas farm." said the other cop on the radio

"Copy that." said a voice over the radio

"You got that truck ready?"

"It'll be ready before he gets here, Sheriff Mason."

Then a police car started to chase the fireman with its sirens on. The fireman hit a scarecrow and crashed to the ground.

He got up. "I'm the worst flier ever." he said to himself

"There he is!" said the sheriff with two cops pointing a fire hose at him.

"I don't want to hurt you guys." said the fireman as he held his hand up to them.

"Lucky us. Let 'er rip."

Then one of the cops twist the valve and then water came out the hose. Hitting the fireman making him fall.

He got back up. "Cut it out." he said right before he shot a fire ball and blew up the fire truck. "Now, why don't you guys just leave me alone?"

The a police car drove up and hit him into a wall. He hit the ground the turned into a normal boy.

The boy woke up handcuffed and in a freezer.

"You're gonna talk, Alan. The only question is how long it's gonna take." said the sheriff Mason. But Alan didn't said a thing. "Okay, I'll start talking. You can join in whenever you like. Over the past week there's been a series of fires all over Grover's Mill."

"I didn't burn anything!" said Alan

"Ah, I knew you could talk. Now if you could just come up with something smarter to say."

"What's the point? You don't believe me anyway."

"Fires all over town, weird paths through cornfields, Mrs. Albright's oldest boy turns out to be some kind of fire-breathing mutant. What's not to believe?" Alan stayed quiet. "Oh, back to the silent treatment, huh?" Sheriff Mason took something off of Alan's shirt.

"Give it back! My father gave it to me."

Sheriff Mason looked at it. "Oh, then it shouldn't be any trouble telling me what it is." he said showing it to Alan

"It's mine."

"Unless you're an arsonist and a thief." he and a other cop left the room and turned of the lights. "Keep him in there until. I can find a judge to tell us what to do with him." he but the thing he grabbed off his shirt on the desk. Then it started beeping.

Somewhere else.

Ben, Star, Kevin, and Gwen were driving in Kevin's car.

"Can't this thing go any faster?" asked Ben

"Yes!" said Kevin but they still went the same speed.

"We're still going the same speed." said Star

"It's called the speed limit. Fastest we are going tonight."

"But you said..."

"I said "could," not "would.""

"My mom's going to kill Star and me if we're late getting home again." said Ben

"Huh. If she grounds you two, it'll be just me and Gwen. Tough break."

"You think I'd go with you if Ben wasn't here?" said Gwen

"Yeah! I got roguish charm." then there was s beeping.

"Phone call for Mr. Roguish Charm."

"I don't have a cell."

"Bet it's one if your many girlfriends." Gwen reached into Kevin's pocket and pulled something out. "Hey. That's you Plumber's badge. What's it doing?"

"Don't know. New to me."

Then the badge showed something. Ben and Star looked at it.

"It's some kind of map. I bet it's a GPS for badges." said Ben

"So why one of them flashing?" asked Kevin

"It's got to be a message from grandpa Max. He's telling us where he is."

"You think?" asked Gwen

"Okay, that's worth breaking some traffic laws." said Kevin as he speed up.

Back with Alan.

Alan tried to turn but couldn't. "Too cold." Then he spit on the chain and it melted. He opened the door noticing the cop was a sleep. He walked out and tried to turn again and this time it worked. Then the cop woke up. He melted a hole in the wall then flew away.

"I am so fired." said the cop

Soon Ben, Star, Kevin and Gwen made it to where the badge was telling them.

"Grandpa Max is here?" asked Gwen

"The blinking light on the map is here. Guess we'll find out the rest soon enough." said Kevin

"He's inside the building. Come on." said Ben

"Let me dump the jacket first. It must be 90 degrees." said Kevin as he put away the jacket

"That's what you get for trying to look cool all the time."

"Hey, guys." said Star with Gwen next to her then Ben and Kevin walked up. "What do you make of this?" she asked pointing to the hole in the wall.

"Big hole?" said Kevin

"Helpful." said Gwen

"We better check it out." said Ben then they walked thru the hole. "Hello? Anybody here?" they looked around then noticed something beeping on the desk. Ben picked it up. "Found what we were tracking."

"You think it belongs to grandpa?"

"If it does, he's out there somewhere, going after what made this hole."

"But what if your grandpa is the one who made the hole?" asked Star

In the cornfield Alan was running. He hid under a tractor.

"The trail ends here. He can't be far." said Sheriff Mason then they split up.

Then Alan got out from under the tractor. Then a light shined on him. "Found him!" said a cop

"Why can't you just leave me alone?" asked Alan

"Doesn't work that way, son. Why don't you just come along quiet..." said Sheriff Mason. Then Alan shot a fire blast at his flash light. Making him drop it. "That's it! Take him down! The cops surround him.

"Stay back." he said as he unleashed fire going all directions. Sending the cops on the ground. He ran up to the sheriff. "I didn't mean to... Are you okay?" he asked as a purple field appeared in front of him. He looked back and saw Ben, Star, Kevin, and Gwen.

Gwen lowered the field.

"Guy looks like heatblast." said Kevin

"I noticed." said Ben

"Want me to kick his but for you? It'll be like old times."

"Thanks anyway." Ben activated the omnitrix and hit it. "Jetray!"

"Stay away from me!" said Alan as he fired a fire blast at them. Gwen but up a shield and Ben dodge out of the way. Then tackled him down. Alain grabbed Ben the flipped him over on his back.

"Hey! Get off me!" Ben said before he pushed Alan up in the air. Then he flew away. Then Ben started to fly after him. Then Alan flew straight up almost hitting Ben. "Watch it!" he said as he continued to follow. Then Alan started to fly down and then started to shot at Ben. Ben dodge the blasts then fired energy beams from his eyes hitting Alan. Alan started to fall and Ben was still following. Alan started to fly again. He fired a fire blast at Ben. Ben blocked it with his eye beams. Then fired a beam from his tail hitting Alan. He fell then crashed.

"I don't feel so good."

Ben flew down and landed. Reverting back to normal. "Had enough?

"Yeah!"

"There's an old guy who's been chasing you, probably wearing a Hawaiian shirt. Where is he?"

"I don't know what you're talking about."

"My grandfather, where is he?"

"Freeze." said a voice

They looked back and say the cops.

"I should have known. You couldn't have set all those fires by yourself. But now I've got you, Alan. You and your accomplice. Hands where I can see them." said Sheriff Mason

"Run!" said Ben as him and Alan ran in to the cornfield.

"Go after them." the cops end red the cornfield chasing Ben and Alan.

"Stop following me. How am I supposed to hide with you around? You glow in the dark."

"But I don't know where to go." said Alan

I'll tell you where to go. Shh. Somebody's coming."

"I think I see something." said a cop

Then Kevin's car appeared. "Look out." said the sheriff as he pushed him out of the way.

They started to chase them in the police car. Until Kevin car stop. He got out and move up to the driver site. "All right, Alan. You and your friend get out of the car, right now."

The window went down revealing Kevin. "Is there a problem, officer?" asked Kevin

He looked in the car and only saw two girls in there with him.

With Ben and Alan.

They went into a barn.

"Why'd you help me?" asked Alan

"I don't know. You remind me of myself." said Ben

"Yeah, I guess you're a monster, too."

"Technically I'm a whole bunch of monsters, but that's the cool part."

"Nothing cool about this."

"No, the superstrength, the flying?"

"I hate flying."

"You do kind of stink at it."

"Yeah, my powers just showed up a couple of weeks ago."

"So you're an alien?"

"Part alien." Alan said as he returned back to normal. "My mom is human. And I thought I was too, until I woke up one morning and my bed was on fire. My dad put it out. Then they explained it to me. He's a Plumber. They're..."

"Intergalactic police. Did your dad give you his badge?"

"Yeah, when he explained to me what it was. But Sheriff Mason took it from me."

"Yeah, well I kind of took it back." said Ben as he took it out of his pocket. Then gave it back to Alan.

Back to Kevin, Star and Gwen.

The cops left.

"That didn't go too bad. We led them away from Ben, and all we got was this." said Kevin

"Kevin! That's a $400 speeding ticket." said Gwen

"I know." said putting it into the glove compartment. "I think it's a personal record."

They started to move and left the cornfield.

"Grandpa Max doesn't have anything to do with this, does he?" asked Gwen

"Nope." said Kevin

"So that badge belongs to that "heatblast" guy." said Gwen

"Okay, but where do you think he got it?" asked Star

"He doesn't act like a Plumber. He's probably just a Plumber's kid." said Kevin

"Why would a policeman give his son a badge?" asked Gwen

"To keep real Plumbers from arresting them for interplanetary trespass. A badge is better then a passport."

"I don't get it." said Star

"Heatblast Jr. Is probably part human. Humans with alien ancestors are actually pretty common. Most of them have superpowers."

"Common?" asked Gwen

"Well, yeah. That's what you are Gwen. You get your powers through your grandpa." there was silence. "I thought you knew."

"I get my powers from magic talismans and books." said Gwen

"Yeah, right. Magic."

"Then explain my magic wand?" asked Star

"It's probably extremely high Alain tech."

Both Gwen and Star gave Kevin angry looks.

Back to Ben and Alan.

"But the sheriff thinks I set all the fires." said Alan

"I don't. For one thing, no fire could have cut this building in half." said Ben

Then Kevin's car pulled up. Then Star, Kevin and Gwen got out.

"Who's the squirt?" asked Kevin. Alan then turned into his heatblast form. "Ohhhh."

Ben broke of a rock of him. "Ow!" said Alan

"That didn't hurt. I want to show you guys what. I saw when I was flying over the cornfield." said Ben as he started to draw. "It's not exact, but it looks like this. Those aren't roads burned through the cornfields. Those are crop circles.

"Like those things aliens leave to find their way around?"

"More like those things farmers leave to fool city folk." said Kevin

"It's not like we don't know a bunch of aliens." said Ben

"True!"

"Also moot. I don't think these are crop circles. I think they're circuit boards.

A few minutes later.

"How ate we doing this, again?" asked Alan as they walked up purple stairs that Gwen is making.

"Magic. " said Gwen

"It ain't magic." said Kevin

"Oh. Right. Kevin says I've got superpowers because of my alien bloodline."

"Huh?" said Ben in a confused tone.

"Could you guys concentrate on what's important?" asked Alan

"You don't think what we're standing on is important?" asked Kevin

"Stop teasing him, Kevin. We're high enough to see." they looked and saw the silver lines. "Like I said, these aren't crop circles. They're circuit boards. I think this whole valley is some kind of giant machine." said Gwen

"Hey, check it out." said Ben as they saw some lights coming from the cornfield.

"See, I told you I didn't do it." said Alan

"Let's go down and take a closer look." said Ben

"Yeah. Down is good." They walked to where the lights were at. They saw a guy in a weird looking hazmat like suit with a device that looks like a metal detector but it was firing a beam. "What do you think they are doing?"

"Shh." said Ben, Star, Kevin and Gwen.

"Sorry." Alan said in a whisper. Then one of the workers pulled a switch and then the silver line glowed up. Then these towers started to came out from the ground. Then it soon started to snow. They got out of the cornfield. Kevin put his hands near Alan's head. "Cut it out."

"Sorry, man. It's could out hear." said Kevin

"The tower is some kind of weather machine." said Ben

Then the cops showed up.

"All right freeze!" said Sheriff Mason

"Already working on it." said Kevin

"I took it easy on you, Alan, out of respect for your folks, but you built this machine. You're stealing all the heat to feed your powers."

"It's not like that." said Alan

"Stay away from him." said a cop running up and pointing his shotgun at Alan.

"Take your own advice." said Kevin as he grabbed the gun and absorbed the metal and took it away. Then broke it.

"He's one of them. They're all freaks." said Sheriff Mason

"Slow down." said Ben

Then two cops got blasted then got frozen. More of those workers came out.

"What did you do to my men?" asked Sheriff Mason

One fired but Gwen put up a shield. Then a other fired hitting the shield as well.

"Can't take too many of these." said Gwen

"You don't have to." said Ben as he activated the omnitrix and hit it. "Swampfire." Ben summoned some fire balls then fired them at workers that were firing at Gwen. One fired at Ben. But he jumped and landed in front of him. Then fired a blast of fire at him. Star ran and fired a rainbow blast at one as Kevin flipped one. Gwen grabbed one with a purple beam and threw him into a tractor. Two workers tried to blast Alan. But he jumped and kicked one then blasted the other. One of the workers fired at a cop but he ducked. Mason grabbed the worker from the back. Then made him fire at a different worker. He the pulled some wires of a device on the workers chest. Then Ben punched on of the workers then flipped him. As he flipped Ben tor off his mask. Reveling a strange alien that they have fought before.

The alien started to speak a strange language.

"Oh, man. These guys are like the aliens we fought." said Ben

"We are the DNAliens, and we will destroy you all." said the DNAlien

"Whatever." said Ben as he punched it out. "Remember how cold it was on their ship? I think they need cold weather, so they're making some."

"Kind of makes sense." said Kevin

"Of course. That means the big alien plot is they're installing an air conditioner." then Ben was blasted in the back.

"Ben." said Star and Gwen. Then there was a blast Star ducked. "Ha, you missed." Star looked back and saw that Gwen was hit. "Oops!" then she was blasted. Then Kevin. Then more DNAliens came out of the cornfield. They shot the last cop as well as the sheriff.

"No." said Alan. A DNAlien aimed and the fired at Alan bit nothing happened. The DNAlien adjusted a dial. Then fired again but it still did nothing. "Guess I'm too hot to handle." Then more DNAliens came. "Whoa. Wait a minute, guys."

Then Ben's hands started to glow red. Then he thawed. "That, was weird. Need some help?"

"Yes. Please." Ben then released a gas from his hands. Then the corn started to grabbed the DNAliens. Then whacked the DNAliens against each other. "You beat them!"

"Plenty more where those came from. We need to take down that weather tower. Take care of the guys at the top so I can get close."

"I don't know if I can do it. I'm really bad at flying."

Ben chuckled. "Yeah. I had trouble at first, too. Let me show you a trick I learned." A few minutes later Alan flew in on a chunk of rock. The DNAliens started to fire at him but he kept dodging. He started to fire fire balls to take out the DNAliens. Ben then ran in. Then two DNAliens fired at him Ben countered with a fired ball and knock them out. Ben started to push the weather machine. "Gonna need some leverage for this stunt." he planted his feet. "Okay, here goes." Ben pushed as hard as he could and pushed the tower over. The weather returned to normal. Then both Ben and Alan got the frozen people thawed out.

"What happened?" asked Sheriff Mason

"Alan defeated the aliens, destroyed their weather machine, then used his heat powers to free everyone from suspended animation." said Ben back in his normal form

"We helped." added Kevin

"But not much." then Alan returned to normal. "We were wondering if you would join our team. We could use a powerhouse like you. Lot of aliens to fight out there."

"He can't. He's gonna be too busy helping me round up any other aliens. Who might still be hiding in town." said Sheriff Mason

"Even so, any time you need me, just call." said Alan


	5. Kevin's Big Score

Ben and Star are heading to school.

"Earth is so cool. It makes me wish my parents send me here earlier." said Star

"I'm glade you like here star. But I have to ask how your magic coming?" asked Ben

"Great I'm getting to done great." she says as she throws her wand up into the air and catches it. Then she fires a blast into the sky. "Whoops, didn't mean to do that."

"So who teaches you?"

"No one, well my mom did tell me this one spell. But other then that I'm learning on my own."

"So your self taught, just like Gwen."

"I guess your right. Oh, when did Gwen started to learn magic?"

"She found out she can do magic about a month after I got the omnitrix. She got this spell book of this villain we defeated."

"Gwen has a spell book as well."

"Wait, your saying you have a spell book also."

"Yeah, it came with the wand. But I haven't started to read it yet."

"Why?"

"Well when ever a previous owner of the wand mastered a spell they wrote it down. Its a complete disorganized mess and some are wrote in an ancient language. Wait maybe Gwen can help me."

"Its possible, you can ask her. We are meeting up with her and Kevin tonight."

Sometime later Ben and Star were in class.

"Look, look, look, look. Its my name with a star in side a butterfly and two hearts and a spider." said Star as she draw on her desk.

The teacher started to pass out the test. "Okay, class some did well, other did all right, and the rest could do better." said the teacher

"Well I got an F for fantastic."

"That's an F for fail." said Ben

"Huh?"

"What you don't test on Mewni?"

"Uhuhuhuhuh, so what grade did you get?"

"I got a C-. I don't to bad."

"Now class for those who scored less then 75% are required to take a retest tomorrow during there free period." said the teacher

"Retest?" questioned Star

"He dose this so some students can get better grades. We can study for it together." said Ben

"Why do you need to study you got a C-."

"Yes I got a C- but it was a 70%. So I need to study."

"But what about Gwen and Kevin?"

"We are going to meet them around 7. So we can study till then."

"Okay."

later Ben and Star walked home and started to study. A figure looked at them in the shadows.

at Ludo's castle.

"Ludo, master Star just got back home from school and she seems distracted." said Buff Frog

"Distracted! Wait is that monster there?" asked Ludo

"No I haven't seen that monster that fought with Star."

"Excellent! Without that monster and Star distracted the wand will be mine. Once I get my hands on that wand it will transform to match my hat and I'll get my big boy body. I will kick down a town. Zip zap zip zap zip. And I'm a lifeguard. One two three."

"Is that CPR?" asked a bear monster

"SILINCE! Yes, unfortunately I was to late."

Back on earth. Ben and Star are studying in the backyard.

"Wow Ben this studying is a lot easier then I thought." said Star

"Yeah, I find it is easier to study with someone then by yourself." said Ben

"Hello Star Butterfly." said a voice

Both Ben and Star looked and saw Ludo and his gang of monsters.

"Ludo, what are you doing here?" asked Star

"Catching you at your most distracted." said Ludo

"What I have been way more distracted then this."

"I don't know you seem pretty distracted. Plus your monster friend is no ware around."

"Not really, and Ben is helping me study."

Both Ben and Star but there books down and got up.

"I'm guessing were are going to have a fight on our hands." said Ben

"I would say so."

Ben activated the omnitrix. Then changed the icon. "Hum, why don't I try this one." Ben then slammed down the omnitrix. "Chromastone!"

"Where did he come from?" asked Ludo

"Oh, Ben has a devise that let him change into different aliens." said Star

"What, really so the green monster that shot the fire balls that was him?"

"Yeah!" said both Ben and Star

"Well we learn something new. Anyway get them." Ludo's monsters charged. Ludo jumped on the giraffe monsters neck then on to a bat monster.

"Dagger Crystal Hear Attack." said star as she shot out crystal hearts at some of the monsters.

Ben punched a monster. Then his body glowed and he shot out a multicolor beams and hitting a few monsters.

Star bit Buff Frog's arm. Then dodge an attack. Then hit a monster over the head with her wand. She turned around. "Rainbow Blast." she said as she fired. The monster jumped out of the way and hit Ben.

Bens body started to glow bright. "That didn't hurt." Then fired a blast at the monster that jumped earlier. "Wow that blast was more powerful."

Star ran over to Ben. "really!?"

"It looks like this alien can absorb energy attacks and send them back with more power."

"Ben I got a plain." Star pointed her wand at him. "Turbo Sparkle Rainbow Blast." Star's wand glowed extremely bright.

"Not again." said Ludo as the attack was coming, but he and his monster were not hit. "HA, you missed."

"No I didn't." she said pointing to Ben

Bens body was glowing extremely bright. Ben fired a multicolor blast. That send Ludo and the monsters flying. Then turned back to normal. "Well we better get ready to see Gwen and Kevin.

Ben and Star got there stuff ready and headed over to the Max's RV.

"Hey Gwen, Kevin." said Ben as Kevin was working on the rust bucket.

"Hi, Gwen, Kevin." said Star

"Hey!" said Kevin

"Hello Ben, Star." said Gwen

"I'm glade you said you would, help me with my magic book and spells." said Star

"It's okay, I even brought my spell book. I thought you might you find a spell that's not in yours you might find useful."

"Thanks!" star said then noticing the size of Gwen's spell book. "Wow!"

"What's the problem?"

"Nothing its just your spell book looks a lot different then mine."

"Well each spell book is different. I wouldn't find it surprising."

Star unzipped the duffle bag and took out her spell book. "Well here's my spell book."

"Wow!" said Gwen surprised

"That's a big book. I can see why you haven't started learning from it yet." said Ben

"Thanks for helping me Gwen. Ben told me you started to use magic soon after he found the omnitrix." said Star

"Yeah, that was a great summer." said Gwen

"More like that summer was incredible. It was hero time, all the time and Kevin was still a bad guy." said Ben

"Let it go, Tennyson. I know your here to keep an eye on me." said Kevin as he got out from underneath the RV.

"It's sweet that you want to fix up Rust Bucket 2." said Gwen

Kevin then lowered the RV back to the ground and went in side.

"I'm still not buying the "nice guy act", Kevin." said Ben

"Ben!"

Kevin got into the driver seat and took out the Plumber's badge. He but it in front of the radio. It beeped then it reveled something. "Okay, I'm gonna try the engine." Kevin started up the RV.

"Go, Kevin." said Ben

"Yeah good work." added Star

Then the Rust Bucket 2 started to move. Ben grabbed Star and Gwen and jumped on the ground so they won't get hurt. "Come back, Kevin!" Then he started to chase after Kevin.

"Ben!"

Ben activated the omnitrix and hit it. "Big Chill!" He went up into the air and flew after Kevin. Kevin looked and saw Ben in the rear view mirror. Kevin hit a button, then a canon came out and started to fire at Ben. Ben dodge the blasts. Then it fired again and Ben phased thru it. Ben then breathed out ice and froze the road. Kevin stared to loss control and hit a button. Then spikes came out of the tries and he regained control. Ben send out more ice sending the RV off the road. Kevin hit the a button and got a ram or the front of the RV and smashed thru trees. Then got himself back on the road. Ben went invisible.

"Nice try, but tonight, your minding your own business." said Kevin as he pushed a button, and showed Ben on the screen. Then a missile fired and lunched a net catching Ben. Soon the net dissolved and Ben turned back to normal. Then soon Star and Gwen cached up.

"He got away." said Ben

"Whoa. I mean... oh, on!" said Gwen

"How could I have let my guard down? He's a liar and a thief!"

"That was the old Kevin. He's different now, and we're different, too. I can track him from this." said Gwen tacking out a rag.

"You kept his handkerchief?" asked Star

The handkerchief floated and glowed purple. "Got him!"

Kevin was showing the RV to Argit.

"All right. It's a bucket of bolts, man." said Argit. Kevin took him in side and used the Plumber's badge to open a few compartments. "Like I said a bucket of bolts. But the aftermarket extras are worth a fortune."

"Think your guy will take it?" asked Kevin

"Oh, yeah. If he ever got then chance." Argit launched spikes and hit Kevin in the neck. Kevin froze up and fell to the floor.

"I cant move."

"Oh, sorry, Kev. See, this haul's worth enough cashola to pay off everybody I owe and finally live a little." Then Argit thru Kevin out of the RV.

"The Rust Bucket's all I have to bargain with."

"You should have held out on me, buddy." Argit closed the door of the RV. ""When you can walk again, you go see him. A tech dealer named Volcanus. He says he knows you. Says he wants you dead." Then he drove off.

Kevin absorbed the rock. Then punched a big bolder apart. Lift it up and thru it. Argit saw it and turned to avoid it.

Sometime later Ben, Star and Gwen catch up with Kevin.

"Now I know this looks bad." said Kevin

"Bad?! Bad?! If you don't get the Rust Bucket back, I'll show you bad!" said Ben

"Doubt it."

"What happens when this is all over and grandpa comes home? Where's he going to live then?"

"Do I have to separate you two?" said Gwen as her hands glowed purple

"He stole grandpa's home. What find of jerk steals an old man's home?"

"Ben has a point, only a jerk would steal someone's home." said Star

"He must have a very good reason. Right?" asked Gwen

"Yeah, this is important. "said Kevin

"Important to you." said Ben

"One second." Kevin took out the Plumber's badge and active the map. There was a red dot.

"You hid a tracking device in the undercarriage." said Gwen

"Like I'd let anybody swipe a fortune in Plumber tech from me."

"But someone did steal Plumber tech from you. I'm guessing you didn't plain for this." said Star

"Maybe not, but still." Kevin looked and saw the looks that Ben, Star and Gwen were giving. "Ok, maybe I am jerk."

"Maybe?!" said both Ben and Star

sometime later the four found them selves at an abandoned building. Kevin kicked the door in and Gwen send a glowing purple orb to light up the room. Then they saw the Rust Bucket.

"Stripped!" said Kevin

"Great. So where's your fortune, Kevin?" asked Ben. He looked around and then picked something up. "What's this worth 5 bucks?" Then he kicked over some tires. "We are supposed to be keeping the planet safe from an alien invasion, and we can't keep a motor home from being stolen?"

"Drop it!" said Kevin as walked away.

"Don't walk away from me!"

"Is this where you turn into an alien and try to kick my butt?"

"I'm considering it."

"Ben..." said Star but then the doorknob started to turn. Gwen turned of the orb and they hide. Then Argit came in and entered the RV and ripped something out.

"Score! I knew I missed something." said Argit Then he left the RV. Then a purple orb lit up the room reviling Gwen. He looked back and saw Ben, and saw to his left was Star. Then he saw Kevin to his right. ""Uh-oh." he ran and jumped out a window thru wood. Ben chased after him activating his omnitrix and hit it.

"Echo Echo." said Ben as he transformed. "Don't let him get away." Argit turned a corner and saw two Echo Echo's "No equals." Both send out a high-pitched scream, sending Arget back. Argit climbed up a ladder and saw there was a Ben up there as well. "Hi" then he send a scream at Argit. Sending to the ground, Arget was surrounded by like 20 Ben's. Argit send out spikes hitting the Ben but one ducked just in time. Then Gwen and Star came and was ready for a battle.

"Watch out!" shouted Kevin

"Don't warn him." said Star and Gwen

Argit shot his spikes. Kevin ran and grabbed Star and Gwen and fell to the ground. "No you girls watch out."

"Oh." Then the three were out because the were hit.

"Wall of sound." said Ben as he made more copies as they scream and Argit shot spikes. The sound wave send the spikes back at Argit and nocked him out.

Later, when Argit woke up he was tide up. With the four of them around him. Argit tried to shot the spikes.

"I superglued them to your head." said Ben "Everybody awake?" The Echo Echo's noticed only one was still asleep. "Close enough." The Echo Echo's combined back into one and Ben turned back to normal. Then he got up. "So, let's get this straight."

"I'll give it to you straight. You cannot trust that man." said Argit

"Me?" said Kevin

"Do you know what he was gonna do? Steal your motor home and sell it to another criminal. Thank goodness I stopped him."

"But didn't you steal it from Kevin and took it apart?" asked Star

"Yeah, I may be a crook, but this guy's no good. You can't trust him. He'll stab you in the back just for laughs."

"Thanks, buddy." said Kevin

"This creep's got a point. You're always up to something. Self-serving, shifty, always working some kind of angle. Always a thief. Well? What do you have to say for yourself?" asked Ben

"You know what, Tennyson. I don't have to explain myself to you." said Kevin as he walked away. "Or you either." he said to Gwen "I'm done with you three."

Gwen looked a little sad.

"You know he reminds me of my ex-boyfriend Tom." said Star

"Really?" asked Gwen

"Yeah, Tom always had a anger problem. They just seem similar."

sometime later Kevin found his way to an old air field. He soon found himself surrounded buy aliens wearing red.

"Take me to the boss." said Kevin the aliens took him to Volcanus. "I hear you're looking for me, Volcanus. Well, here I am."

"Kevin Levin. I can't decide whether to trade with you or tear you to pieces. Remember that counterfeit-isotope scam a few years back?" asked Volcanus

"Yyyyyeah. Sorry about that."

"You left me holding the bag and at the mercy of the Plumbers. I escaped, but now I'm stuck on earth, swapping level 3 tech to get by. Thanks to you."

"Ancient history. I'm here to make a deal."

"I have the Plumber gadget you want." He said as he showed it to Kevin. "What'll you give me for it?"

"Look, completely straight. I had this stash of Plumber's technology, but I lost it."

"You want to owe me?"

"Tell me what I have to do to get it."

Volcanus held out his hand, Kevin took hand out. Then Volcanus grabbed his arm. "Kneel." Kevin fell to the floor. Then a rock came from out of the ground. Then this rope grabbed Kevin and forced his hand to the rock. "First, you're going to pay me back for the double-cross."

Then Kevin started to absorbed the rock. "I... can't... stop... absorbing."

"Because I don't want you to. You're recursively absorbing a piece of taedenite, the rarest, most precious gem the galaxy." Volcanus's minions moved Kevin back as big shards come out of his back. "This is the only piece of taedenite in this spiral of the milky way. Or it was... until you came along."

"You're garbage!" Kevin said as more and more shards came out of his back. Volcanus's minions climbed on Kevin's back.

"You owe me. I'm gonna take it out of your hide, then sell you off, piece by piece." Then Volcanus's minions started to break of the shards. "And I'm going to do it forever."

"Do what you want to me. But Ben Tennyson gets that Holoviewer."

Volcanus laughs. "You're in a bad position to make demands."

"He would be if he were alone. But he's with us" said a voice They looked over and saw Ben as Big Chill, Star and Gwen.

"You followed me?" asked Kevin

"That whole "get mad and storm off" act? Please."

"You have friends? Had friends." said Volcanus as he brought out his blaster firing at Ben. His minions jumped off of Kevin. They charged at Star and Gwen. Gwen grabbed some with her magic a thru them. She then started to but up shields as they tried to attack her with there pickax's. Star dodge there Pickax's and then fired magical blast at them. Volcanus walked over were Ben landed. But he was gone. Then came form behind hi Volcanus fired his gun and Ben breathed out ice and froze the gun. Volcanus thru the gun away and tried to punch Ben, but Ben went intangible. Making Volcanus hit something.

"Good way to break your hand." said Ben as Volcanus saw his hand was broken. "Told you so." Then oil sprayed on Volcanus face.

"You wouldn't even be fighting if you knew what he did to me."

"He stole. He ran. That's Kevin."

Then Volcanus sprayed Ben with oil in his face. Then punched him with his not broken one. Then Ben fell on to the floor.

Gwen was still making shields to protected herself. Then she saw Star fire a magical blast that broke a pickax, then it exploded. Then Gwen jumped over then minions. Then destroyed a pickax as well.

Ben was starting to get up. Then Volcanus got him. "I'm the injured party here. When the Plumbers came after me, they blew up my ship." Then Ben breathed out some ice. Then phased thru Volcanus forming ice where he went in. Ben kept doing it till all but Volcanus's head was frozen. "W-w-what are you doing?" Then his robot body exploded. Volcanus got up and ran.

"Kevin." said Gwen as she ran up and used her magic to free Kevin. "You all right?" Soon Kevin retuned to normal and so did Ben. Then Ben and Star ran over. "Easy." Gwen said helping Kevin up.

"What about him?" asked Star seeing Volcanus.

"What about hi. We're even." said Kevin The four started to leave. "Wait." Kevin stopped and pick something up.

"That's what you were after?" asked Ben

"Another Holoviewer?" asked Gwen

"I heard this one's special." said Kevin giving it to Ben

"Why didn't you tell me?" asked Ben

"Think about it, I'm an ex-con. I've done a lot of stuff I'm not proud of, stuff that if you knew, you'd probably never trust me again. So, next time I say "drop it," drop it."

"That's not how it works, Kevin." said Gwen

"It's not what you did that matters, but what you're going to do." said Ben

"Maybe you not as bad as Tom." said Star

"Who's Tom?" asked Kevin

"Star's ex-boyfriend." said Ben

"Uh-huh. You gonna look at that?"

Ben activate it then Max showed up. "Ben, if you found this message, you must be in pretty deep. There's a lot I can't reveal yet, but here's one thing I can. You can't go it alone. By now, you're probably meeting some of the other Plumber's kids. But you have to find more. You need to put together a team." Then Max disappeared.

Then next day after the retest.

"So how did you do ben." asked Star

"I got a 75%. How about you?" asked Ben

"I got a 70%."

"That's great Star." Ben said excitedly

"But it's not that good of a grade."

"But Star you first test was a 20%. You improved a lot."

"Well its all thanks to you. You helped me study." Then Star hugged Ben. Ben blushed a little. They stopped hugging. "Do you think we can do what we did yesterday again?"

"What, the studying or the fighting aliens and monsters?"

"I mean the studying. Of course we are going to fight aliens and monsters again."

"Sure I had fun studying with you."


	6. All That Gliters

At a store Ben was listening to the message from Max over and over again.

"Think we should be worried about him?" Kevin asked Star and Gwen "He's been watching that thing for hours." He noticed Gwen was staring at him. "Problem?"

"Why haven't you asked me out?" asked Gwen

"What?!"

"You heard me. We spend all of our time together, and you obviously like me."

Kevin chuckled.

"You do. I see you mooning at me when you think I'm not looking."

"Mooning?"

"And I like you - most of the time. So I'm asking you again."

"See? That's the problem - you're asking me. A guy does the asking."

"Yeah? When?"

"Don't push me."

"Don't push me." said Gwen in a mockingly tone.

Both Gwen and Star walked away.

"Well If you ask me you and Kevin would make a great couple." said Star when they were out of ear shot of Ben and Kevin.

"You might be right. But I have to ask what are you're thoughts about Ben?" asked Gwen

"What do you mean?" Star said in a nervous tone.

"I mean you have a crush on him."

"No I don't." Star said blushing a little

"Really, I have noticed you and Ben spend a lot of time together."

"Well I'm staying at the same house as him. That doesn't mean I have a crush on him." Star said still blushing

"True, but I also noticed the way you look at him when he isn't looking."

Star was blushing a little more. "Okay, I might have a crush on Ben. After all he's nice, thoughtful, loyal, kind, and cute."

"I agree except for the cute part." The two started to laugh.

"You know I did find something strange about Ben the first time I met him."

"What do you mean?"

"It's just when I meet him it didn't feel like it was the first time."

"What do you mean?"

"When I met him at school I knew I was meeting him for the first time. But I had a feeling that we met before a long time ago, but I can't remember."

"Really? That's strange."

To Ben and Kevin.

"You know, my dog used to gnaw at a spot on his butt over and over. The vet made us put a cone around his neck." said Kevin

Ben turned of the message. "Easy does it. I'm not the one your mad at." said Ben

"Cut me a break here. You want to go fight some aliens or something?"

"Or something? Let me see your Plumber's badge." Kevin handed over the badge. Then Ben activated the map. "Each of these blips shows the location of another badge."

"Yep."

"And where there's a Plumber's badge, we'll find a Plumber - or, at lest, a Plumber's kid. Come on, you're driving."

"You girls coming?" Kevin asked Gwen and Star. Then they went to the car.

They were driving down the road.

"Plumber, Plumber, Plumber. You ever notice that you say a word enough times, it loses its meaning? Like a chance to ask someone out. Every time that chance comes along, it has less and less meaning, until you don't have the chance anymore at all." said Gwen

"Oh, for crying out loud." said Kevin

"Are you guys having a fight?" asked Ben There was a girl walking iritic on the sidewalk then she started to walk into the street. A semi truck swirled out of the way an hit a pillar. The bridged started to brake apart. They got out of the car and say the accident. Kevin started to race down to the truck. Then a car started to fall off the bridge. "Gwen!" Gwen ran and used he magic to make a purple ramp. So the car landed safely on the ground. The bridge started to brake abort more and the people started to leave there cars. Then it again started to brake apart more. Both Gwen and Star made slides with there magic. Ben activated the omnitrix, then selected his alien and hit it. "Humongousaur!" He jumped of the bridge and went under it. Then grow in order to stabile it. Kevin absorbed the roof of the truck then ripped it off. People started to slide down the two slides that Star and Gwen made. "Get everyone down. I cant hold this together much longer."

Gwen then noticed the girl was about to get hit. "The girl!"

"I got her!" said Star as she was tacking out her dimensional scissors, but before she could do anything. A figure came out of the sky and grabbed her. Kevin pulled the man from the truck.

"Everyone's okay!"

Ben let the bridge fall then returned to normal. They ran over to the girl and mystery man how saved her.

"I-I have to get out of here. I was running, and I..." said the girl before she blacked out.

"It's okay, Trina. You're safe now. These Guys saved you." said the man

"Your friend's the one who saved you." said Ben

"And if he wouldn't have, I would." added Star

"Well whoever you guys are, whatever you are, thanks. Something strange has been happening to the girls at our school lately." said the man

"Glad to help. We made a good team out there." Then Ben noticed something. "You've got a Plumber's badge."

"Yeah, my dad gave it to me. You guys know about the Plumbers?"

"At this point we may as well be them." said Kevin showing him his badge.

"I'm Ben. This is Star, Kevin and my cousin Gwen." said Ben

"Wait. Ben as in Ben Tennyson? I am a huge fan of yours. But I heard you disappeared. I'm Mike Morningstar." he said as he shocked hands with Ben then Kevin. He shocked Star's hand. "So this was what you were plaining on using to save her." Mike said as he touched the wand.

"Oh, no I was plaining to use something else. But you saved her so no big deal." said Star

Then Mike walked over to Gwen and shocked. Then sparks came out.

"Oh!" said Gwen

"Wow! That's never happened before." said Mike

"Maybe it's because we both have powers?"

"That's a theory."

"Anyway, now that we all met." said Kevin

"I should make sure Trina gets home okay. But after that, why don't we meet up at my place and talk?"

"Sure." said Ben

"Okay." said Star

"Sounds good." said Gwen

"Can't wait." said Kevin. Mike picked up Trina and flew off. Then there was a beeping nose. "What was that noise? It wasn't my badge."

"OH, sorry that's my wand." said Star looking at her wand. "Wait, that can't be right?" she said confused

"What can't be right?" asked Ben

"My wand says it only has 25% power left. But I know it had like 90% before we left."

"Wait your wand takes power?" asked Kevin

"Yes, it takes magical energy and if it loses all its power it will be dead forever. It's a good thing I carry my charger with me. Just in case I have to charge it when we are out." Star said as she took out a heart crystal. But it in the bottom of the wand then after 3 seconds took it out.

"Wait, it only take 3 seconds to recharge it." said Gwen

"Yeah and a full charge can last a few months. This is actually the first time I had to charge it since I got it."

"A few months! You're wand doesn't only have a great charge time but a long like span." said Ben

"It all depends on how often I use my magic. If I use it a lot the battery drains faster."

"I see the battery drains ever time you use a spell." said Gwen.

"Yeah, but I wonder what drained the batter. I shouldn't need to charge it a month, because I don't use my magic unless I need to."

later the team met Mike Morningstar at his house.

"Mom and her new husband live in the main house. They leave me alone, let me do what I want." said Mike

"Cool." said Ben

"After you." Mike said letting them in. Gwen, Star who was looking at her wand trying to figure something out and Ben came in, but Mike shut the door on Kevin.

"Nice." said Kevin a little angry as he opened the door and went in.

"What is all this stuff?" asked Ben

"Some of my dad's Plumber's gear. I brought it over from his headquarters. I could take you there later if you want." said Mike

"We'd all like to see it."

"It'd make my day." said Kevin

"Here - let me show you something." said Mike taking Gwen somewhere. "I'm patched into the central Plumbers monitoring network. It's connected to everything. Global and interplanetary internet, earthbound law-enforcement frequencies. Oh, and of course, the badge communicator channel."

"Communicator channel?" asked Kevin

"Yeah! You... did know the badges are communicators, didn't you?"

Kevin said nothing.

"So, you keep an eye on things with this stuff and use your power to help people. You're like your neighborhood's very own superhero." said Gwen

"Never thought of it that way, but ... I guess so."

""You know what I'm thinking?" asked Ben

"I know what I'm thinking" said Kevin

"You should join our team."

"Don't you think we should - I don't know - get to know this guy a little more?"

"What's to know? He's got the powers. He's got the gear."

"He's got a sparkly trail when he flies."

"And it's what grandpa told us to do. My grandpa Max was a Plumber, and he disappeared looking into this big alien conspiracy that's going on against Earth. We're trying to find him so we can stop it. Want to help?"

"I'd love to." said Mike

The lights started to flicker on and off.

"Okay, that's weird." said Star softly noticing something on her wand.

"Forgot to pay your electric bill?" said Kevin

"The electricity's been a little undependable lately. No worries. My backup generator kicked in." said Mike

"This isn't a brownout. look at this spike in power usage at the local power substation." said Ben heading to the computer. "The energy drain is enormous."

"Really?"

"You said something strange was happening in town. This definitely qualifies."

"If you need to check it out, we'll help." said Gwen

"Thanks. We should." said Mike

As the left Gwen noticed a mark on her arm.

Soon they found them selves and the power plaint.

Ben noticed the chain was unlocked. "Stay sharp. We've got company."

The five entered and started to hear electricity buzzing. "Sound like that buzzing sound you always hear in old monster movies." said Mike

"Any time you hear a sound and your only reference is monster movies, it's a good idea to walk the other way." said Kevin

"Good rule of thumb." said Ben Soon after they saw a girl with gray skin absorbing electricity. She picked up something and thru it at them. Gwen made a shield and blocked it. Then 4 more girls showed up and all 5 were moaning. "The girls here - kind of weird."

"They're wearing uniforms from my school, but I don't recognize them." said Mike. Then one of the girls pulled out a steel bar. Mike fired a blast at there feet.

"Energy bolts - nice!"

"Try not to hurt them! Maybe we can reverse this... whatever this is."

The girls started to charge again. "Try not to hurt them?" asked Kevin as he dodge an attack from a steel bar. Mike flew up, Ben and Star dodge away form a girl and Gwen made a shield to block a girl's attack. Kevin kept dodging the steel bar. Then he absorbed some metal. Then knocked the girl back. A girl tried to attack Ben but he dodged. The girl pulled off a cover and an electrical wire.

Ben activated the omnitrix and hit it. "Chromastone!" The girl hit Ben with the wire, but it did nothing. "That's not going to work. I'm a conductor." Then he grabbed the girl and shocked her. Star dodge a swipe, then blinded the girl with a flash from her wand and then round housed kicked her. Mike fired a few blasts at the last to girls but missed. Gwen then grabbed them with her magic and lifted them up. Then her beams when black and broke, and fell to the floor. Mike flew down and stop her from hit the ground.

"Are you all right?" asked Mike

"I don't know. I-I felt weak for a second. I feel better now." said Gwen

"Here - hold my hand. Use my energy." Mike said as he grabbed Gwen's hand. Gwen then fired two orbs at the two girls and knocked them back. Mike then fired a made the pipes fall. Then all the girls got away.

"Aw, nice going. They're getting away." said Kevin

"Sorry."

Star and Ben came over to the group and Ben turned back to normal. "It's okay. We all make mistakes. The important thing is, we stopped them from ... doing whatever it is they were doing. We'll get better as we work together more." said Ben

"We do make a good team."

"Uh-huh." said Gwen

"What happened just now? You looked like you were gonna faint." said Kevin

"I can't thank you enough for helping me." Gwen said to Mike

"You could if you had dinner with me." said Mike

"Right now?"

"I'm hungry now. How about you?"

"I was just gonna suggest the same thing."

Kevin stared to get angry. "Okay, what is up with you? You've been ignoring me ever since we got here, you were lousy in the fight, and now you're just acting goofy." said Kevin

"Why are you pretending to care?" Gwen said before leaving with Mike.

"Are you two just gonna stand there?"

"No, I was going to go sit in the car." said Ben

"And I'm still trying to figure out how my wand lost power earlier." said Star

The three started to walk back to the car. "I don't trust this guy, and I don't think you should have been so quick to make him one of the team." said Kevin

"Admit it - you're just jealous because Gwen likes him." said Ben

"So you do like her." said Star

"You know what? It's fine." said Kevin as he walked to the car.

Later at Mike Morningstar's place.

Kevin absorbed the doorknob and is using his finger to pick the lock.

"This is why you changed your mind about Mike going off with Gwen. So we could Spy on him?" said Ben

"Yep." said Kevin

"Well... just stop!"

"He ain't right, Ben. If you're not gonna check him out, I am."

"You're doing the wrong thing, Kevin - the old-Kevin thing. Step away from the door." ben said before grabbing Kevin's hand.

"You really want to fight me over some new guy? That's how you're gonna build a team?" Kevin said before he opened the door. "And they said I didn't learn anything in the Null Void."

"Well if you ask me Kevin is either A. jealous that Gwen likes Mike B. he knows Mike and is not telling us again or C. he has a bad feeling about Mike and might just be paranoid so he just wants make sure Mike is okay." said Star

"If you must know it's C."

"Is Mike home?" asked a voice. The three looked and saw a girl walk up. "He hasn't called me back since you and that other girl showed up."

"Uh, Trina, right? Yeah Morningstar ain't here right now. We're just... picking up some stuff for him."

"then you know where he is. Can you take me?" Trina asked as she came closer.

"No! I mean... he's busy." said Ben

"I need to see him. Why wont he see me?"

"Where did you get those marks on your arm?" asked Kevin. He pulled Ben and Star in close so they could whisper. "I saw those same marks on that zombie girl that tried to tenderized me."

"I just want to see Mike." said Trina

"Yeah, I'm getting that." Kevin said to Trina then went back to whispering to Ben and Star. "Call me crazy or paranoid, but is it possible Morningstar's the one making these girls this way?"

"You're crazy." said Ben

"I might say paranoid." said Star

"'Scuse us." said Kevin as they moved a little. "Look, it didn't really hit me till just now, but Gwen's been wearing her sleeves lower then usual. She was hiding something." Ben and Star looked at the marks on Trina's arm.

"You're saying Gwen has mark like that on her arms?" asked Ben as Trina went in to Mike's house.

"I didn't see them for sure, but it makes sense."

"She isn't the one with mark." said Star

"You mean you have a mark on you're arm to Star?" asked Ben a little worried.

"No, but there is one on my wand." said Star showing them her wand. The mark was on the side without the crystal star. "After the big lose of magic power. I decided to look over my wand to make sure it was still worked. I looked over it like 3 time and everything looked fine. But then I found this mark. I never saw this mark before and with Kevin saying he saw this mark on the girls. They must be connected."

"Come to think of it, Trina was all weak and wobbly when we first saw her on the highway. Gwen was the same way at the power plant. Whatever effected your wand must also be effecting Gwen and the other girls."

"Yeah, and it's name is Mike Morningstar." said Kevin

at building near a river.

"I'm really glad we met, Gwen." said Mike

"Me too." said Gwen

"I knew there was something special about you the first time we met."

"I felt it, too."

"And now... all those other girls mean nothing." Mike grabbed Gwen. "Your energy is like nothing I've ever felt before. When it flows into me, I feel invincible. From the moment I touched you, Gwen, I knew I'd found the only girl I'd ever need." he said as his eyes glowed.

The three were driving in Kevin's car.

"Fact is, you've been against Morningstar since the minute we met him." said Ben

"Yeah, but at first, it was just 'cause he's an arrogant, bragging rich kid." said Kevin

"Who Gwen Likes more then she likes you."

"Yeah, some of that, but now Gwen's in trouble, and you're too stuck on following your grandpa's instructions to see it."

"If Mike's turning those girls into creatures, why isn't Trina one?"

"I don't know! M-maybe it's like a vampire thing. Maybe it takes a while before they go all-zombie."

"Are you listening to yourself? Mike's been helping us eve since we got here. Why did he fight them with us?"

"Ah, but he didn't, remember? He told us not to hurt them. Then he accidentally blasted into the pipes and let them get away."

"Wow, he's got a point Ben." said Star

"Even if Kevin is right, we don't know where they went for dinner. How are we supposed to find Gwen?" asked Ben

"Easy - we find him." said Kevin as he took out his badge and activated the map.

Later they found themselves outside a building.

"The highway we found Trina on is that way." said Kevin pointing down the road. "She didn't just wander out there by coincidence. She was trying to get away from Morningstar."

"Lets' take a break from the crazy theories and just check on Gwen, okay?" said Ben

They went inside and saw Gwen. Her skin was gray and her hair lost most of its color.

"GWEN!" shouted Kevin. Mike turned gold. Then Ben, Star and Kevin ran down the stairs and towards Mike. Mike fired at Ben nocking him down. "Get away from her!" Then Kevin absorbed the rock floor. Mike fired a blast but Kevin but his arms in front of him crossed to block the attack but still got knocked back.

Ben activated the omnitrix and hit it. "Jetray!" Ben flew up dodging a blast from Mike. Then Dodge a blast in the air, then fired on Mike. But it did nothing.

"Go away!" said Mike as he fired a blast that hit Ben. He transformed back to normal. Mike was over Ben. "Gwen's mine now." Then Star fired a few blasts. knocking Mike away from Ben. She ran toward Mike as she fired more at him he dodged out of the way of the blasts. Then star tried to kick him, but grabbed her leg and pulled to make her fall on the grown. He grabbed the wand.

"Hey!" said Kevin as he grabbed Mike off Star. He tried to punch him but Mike dodge. Then grabbed Kevin flew up and skidded him on the floor. Kevin and Star with her wand but away, tried to attack Mike. Mike was dodging there attacks like they were nothing. Then Mike punched Star knocking her to the ground and a crystal fell out of her bag. Kevin tried to keep attacking, but soon Mike started to launch a furry of punches. Then blasted Kevin.

"You're out of your league." said Mike.

As Star tired to get up. "I'm not letting you get my wand." stated Star

"I don't care about your wand keep it and the remaining power it has. I don't care." he said as he floated away. He then noticed something on the ground. "What is this?" asked Mike as he picked it up.

"That's mine." said Star still unable to get up.

"I can sense this thing has great power in it." He closed hi hand and started to absorbed its power. Then after 10 seconds. He opened his hand and dropped the remains of a shattered crystal. He flew back to were he was near Gwen. "Why use your powers to help people. When you can use them to get whatever you want?" Then the other girl appeared. "All I ever wanted was power. And then you brought me Gwen." Then Gwen started to wake up. "Guess I should thank you. I know the perfect thing." He aimed for a large object above Ben, Star and Kevin, then fired at it. But Gwen grabbed his arm and the beam diapered. Then Gwen grabbed his other arm. "What are you doing?"

"Coming to my senses." said Gwen. Then her skin and hair color started to return as Mike lose his gold skin.

"Stop this!" Then beam came out of Mike's hands. He then screamed right before he was send to the ground.

"Kevin!" Then Gwen ran over to Kevin.

Ben got up and looked around. "Star!" said Ben noticing Star on the ground trying to get up.

Mike's skin turned all gray. "Girls... Come here to me. Give me your power. Help me. Feed me." The girls started to surrounded him, then started to attack. "What? Wait! No!" He screamed then there was a light and the girls returned to normal and Mike looked even worse.

Ben, Star, and Kevin got up. Kevin walked up to Mike. Then took of the Plumber badge. "You don't deserve this." Said Kevin as he absorbed the metal and crushed the badge and dropped it.

back to Ben, Star, and Gwen.

Ben picked up the pieces of Star's charger. "I'm sorry about your charger." said Ben as he gave the pieces to Star

"It's okay, Ben." said Star in a tone to make Ben not feel bad

"How much power dose your wand have left?" asked Gwen

Star pulled out her wand and checked. "Wow 5% left. But it doesn't matter I'll just won't use my wand till I get a new charger."

"Wait you can just get a new charger." said Ben

"Yeah they sell them at Quest Buy. I'll head there after school tomorrow and get one."

"Do you mind if I join you?"

"Sure, I don't mind."

Later as the drove away.

"Listen, guys. I'm sorry I took Morningstar's side over your... and, more important, that I wasn't watching your back Gwen." said Ben

"It wasn't your fault. I guess Morningstar had some kind of... control over me." said Gwen

"It was my fault. I was in such a hurry to build our team, I ignored the danger."

"We all make mistakes, Ben." said Star

"If I'm going to be a good leader, I'm going to need to show better judgment."

"If your gonna be a good leader, you need to stop sounding like such a jerk." said Kevin

"Hay!" said Star

"Kevin!" said Gwen at the same time as Star.

"No that's okay. He's right - I'm a jerk." said Ben then gave a wink to Star.

"So, Kevin, when are you gonna ask Gwen out?" asked Ben and Star at the same time.


	7. Quest Buy

Both Ben and Star stared to leave school. They started to head home on there way home they went into an alley. Then Star open a portal with her Dimensional Scissors. They went in and appeared at Quest Buy.

"Ben welcome to Quest Buy." said Star

 **Attention customers we have a red ticket special 25% off all things that murder.** said over the intercom. Before he was taken by a creator.

"Wow!" said Ben seeing how big Quest Buy was.

"Sample! Either take a sample or leave a sample, up to you." said a creator holding a tray.

"That's gross." said Ben

"Come on Ben, remember we are here to get a new charger for my wand." said Star as she grabbed Ben's arm as they walked thru the store.

"Gnome repellent, extra-strength ghost heads. How do you find anything in this place?" asked Ben

"It only looks messy. Legend says that the founders of Quest Buy had an ancient cryptic system of symbols they used to organize the story. Some have gone mad trying to decipher it."

"I finally got it housewares is that why." said a creator as he ran into a wall.

"Well there must be a charger department, and I don't think they would let use get lost." said Ben

"Well I do know my way around here pretty myself. I'm sure we will find it." said Star

a few feet from them was Ludo and his group of monsters.

"Hey boss look what I found." said a bear monster holding a dress

"We are not getting that." said Ludo

"Awww, but you would look so cute in it."

Then Ludo slapped on of the monsters. "Stop trying to sneak things into the cart. The same goes for you. I don't even know what that is." Ludo said to the giraffe monster. "Look we are only here because I need an electric beak groomer. It keeps the tip sharp, while brightening my smile. Oh clerk, peasant. Bring me your finest beak groomer."

"Sorry that's not my department." said the Sloth creator

"I want the name of your supervising wizard."

Star and Ben ran down a hall.

"Halt! Those who wish to pass my layer answer my riddle if you dare. I do not breath..." said a sphinx

"A leg." said Star looking at Ben's phone

"But I run..."

"A leg."

"And jump..."

"A leg."

"And... wait how could you possibly know that?"

"The internet. "

"Internet?"

"You should look it up. Now open up." The sphinx opened the door. "Thank you." said Star as both her and Ben went thru.

"Did you ever heard of the internet, skeleton door?" there was silence

"Okay it should been near." said Star

"Star this is were we started." said Ben

"Wait, lets see we made a right turn then another right turn then another right turn then another right turn."

"So your saying we went in a circle."

Then a cart tapped Star in the back.

"Well, well, well it looks like Quest Buy dose have everything a monster could want." said Ludo

"Ludo!" said Star

"Now hand over that wand or there is going to be a big clean up on aisle... What aisle is this?"

"That's not my department." said a Sloth creator then he walked away.

"Rainbow Avalanche!" said Star as a trickle of a rainbow came out of her wand.

"Star we need to get you a charger first remember." Ben wisped to Star

"Oh, yeah that's right." whispered Star

"Get me that wand." ordered Ludo. The monsters headed towards Star and Ben.

"Big Boy Diaper Blast." said Star as she and Ben started to throw packages of diapers at the monsters. They soon escaped. "Oh no, this doesn't look familiar at all."

"Star, there is a map of the store right here." said Ben pointing to his left. "By the looks of this. That elevator should take us to the charger department." Both Ben and Star got into the elevator and started to head up. Then Ludo and his monsters headed into the elevator next to it.

"Hold the door, please." said a slug creator heading to the elevator.

"Close, close, close." said Ludo as he push the close door button. As the door closed he stopped it.

"Thanks." he said a he squeezed into the elevator.

"Look there's the charger department." said Star as she saw it

"Looks like we are almost there." said Ben. Then the lights went out.

"We stopped." Then both Ben and Star climbed out of the elevator.

"Sorry folks this elevator is no longer in service. Welcome booby trap department. Please step carefully..." said a sloth creator before he was hit by a big mouse trap. "Don't help me up. I get workers comp for this."

Then the other elevator opened and the slug creator came out. "See you later guys. Guys?" he said looking back not see the others in the elevator.

Ludo and the monsters freed themselves from the Slug guy's back. "Get them." said Ludo. Then Ben and Star started to run and were followed by the monsters.

"Look out, blades of doom." said Star stopped Ben. Then the ducked jumped and dodged the blades to make it down the hallway. "Massacre darts!" They ran fast so not to get hit. "A hallway with walls that smash together periodically." They went thru the hall by stop and go when the walls smashed together.

"We are here." said Ben

"That's a lot of chargers. We have to find the right one quick. Ludo is right behind us."

"Okay, here is the plain. I will look for the charger and you hold them off. It won't take me that long."

"How are you going to get thru all these charges fast?"

"I will just diel in some help." Then Ben activated the turned it to select one then hit it. "Echo! Echo!" Ben started to duplicate himself and started to look for a replacement charger.

"Yeah, that will make it go a lot faster." Star started to ran.

"There she is." said Ludo as the monsters started to chase Star. Star thru down a shelf trapping one of the monsters. Then jumped on a shelf. To hit the giraffe monster with her wand. Soon a chicken monster stared to launch eggs at here. Star dodge the eggs, then trapped it with a cart. Then roundhouses kicked lobster monster into a shelf. He noticed a box on that fell.

"Beak 'N' Trim. I found it." the lobster monster said as he began to run. Then one of the many Bens throw something down on the ground. "Ludo I found it." Then a vortex appeared and was sucked in.

Star came in to the charger department. "Bens has one of you found the charger yet?" asked Star loudly so all the Bens could hear her.

"I have!" said one of the Bens

"Good, no bring it to me."

Then all the Bens reunited and he turned backed to normal. "Here you go." said Ben as he gave Star the charger

"Yes!"

Then Ludo took the wand. "Yes I got it. Finally evil is in the palm of my hand. Princess blast your face of." said Ludo as a puff of smoke came out. "Spinning dizzy death blast." But nothing happened. "What is wrong with this thing." he said as he shock it.

Then Star kicked him and got her wand back. She put the charger in and it recharged. "Much better. Fantastic exit beam." Then Star and Ben where moving to the exit.

"Are you going to pay for that charger mama." said a Sloth creator

"My arch enemy will cover it." said Star

"You do know Star we can just walk." said Ben

"Yeah, I know but I can use magic more freely here then on earth."

With Ludo.

"I had it right in my claws." said Ludo

"So I guess your the one who's going to be paying for this mess." said the Sloth creator

"I guess I dropped my wallet in the fight." he said as the sloth roared out and he screamed.

Ben and Star went back to earth.

"Well I got my new charger know." said Star

"Yep, now lets get some smoothies." said Ben

 **A/N** I wont do this thing often only once in awhile

 **REPLIES**

 **Flightbird2003:** yes but it wont be for a while.


	8. Mewberty

At school Ben and Star, then the bell rang to let out school.

"Okay, Star time to head home. Also you have paint or something right here." said Ben pointing to his forehead as they left the classroom.

Star took her hand an grabbed the thing and looked at it. "Ben this is not paint."

"Well it looks like you got another heart."

Star took him in to the janitor's closet. "Ben this is serious. I think I'm going through mewberty." Then more hearts appeared on her face.

"Well that's nothing to be ashamed of. We have a similar thing here. I think all life in the universe through it something like it sometime in there life."

"You're probably right about that Ben. But I should warren you this is going to get wearied. You got to keep me away from boys. Wait a second Ben's a boooooyyyyyyy." she said the boy in a strange tone with hearts in hear eyes.

"Okay, how wearied are we talking about? On a scale of 1 to 10?"

"This is going to be about 7."

"Okay lets get you home fast then." They left the janitor's closet and headed to the back of the school were no one was. "Okay, Star I have a plain to get you home fast." Ben activated the omnitrix turned it then slammed it. "Jetray!" Ben grabbed Star by her shoulders and flew her to his house and landed in the back yard and turned back to normal. More hearts appeared over Star. They headed in to the house.

"Thanks, for getting back here Ben. I don't think I would have made it here walkinnnnngggggggggg." Then Star started to act like in the strange again.

"Star get a hold of yourself." he said as he grabbed on of Star's arms. Then some purple stuff shot out and hit a door. Ben let go of Star's arm and Star pulled but it didn't work.

"I'm stuck."

"Here let me help."

Then Star ran to the door opened it and went in. "No, you're boy hands are part of the problem." she said closing the door.

"There has to be some way I can help. Maybe there's something in your spell book that can help."

"Maybe?"

"I'll go up and get it."

"It's not in my room. Gwen has it."

"Why dose Gwen have it?"

"She wanted to check it out. So I lend her my book."

"Fine I'll call Gwen and have her bring the book here." as he left and got his phone out and dialed Gwen.

Gwen was heading to her house. When she heard her phone rang. She saw it was Ben and answered it.

"Hello, Ben." said Gwen

"Gwen, we have an emergency. I need you to bring over Star's book as soon as possible." said Ben

"Okay, what's going on?"

"Star is going though mewberty. Things are getting wearied and we want to see if the book can help."

"Okay, I'll be there with the book as soon as I can."

"And Gwen don't bring Kevin. We don't need him making this worse."

Gwen hanged up the phone then started to run back home. She went up to her room and got Star's book and put in to a duffle bag. Then left the house. As she was running to Ben's a car pulled up.

"Hey, Gwen what's the rush?" asked Kevin

"Star's in trouble... Need to get her book back to help..." said Gwen as she was still running

"Get in I'll get you there faster."

"Ben said not to bring you... Might make it worse..."

"I get Ben still might not trust me fully yet. But I can help. Ether way I can get you there in like 4 minutes. Your starting to slow down and like 10 minutes away."

"You're right..." Kevin stopped the car so Gwen could get into the back seat. He started to drive to Ben's.

with Ben and Star.

Star was in the bathroom and finally got all the purple hearts off. "That's better." said Star

There was a knock at the door. "Star I just got off the phone with Gwen. She will get your book and be hear soon." As Ben said this more hearts appeared.

"BEN! I just got these extra hearts off and know there is more."

"Sorry."

Then more hearts appeared. "BEN!"

Ben went into the front room and wait till Gwen got there.

Kevin's car pulled up and they left the car and headed to the house.

"Gwen you finally here with the book." said Ben

"Yeah, thanks to Kevin I got here much faster." said Gwen

"Yeah, I can't believe you still don't trust me enough to help." said Kevin

"It's not that, Star is going through mewberty right now. And she asked me to keep her away from boys." said Ben

"But your a boy Ben." pointed out Gwen

"Yeah, I know that."

"Mewberty? Isn't that like puberty. How bad could it be?" asked Kevin Ben took them to the bathroom door and they noticed the purple hearts on the floor. "Okay that's not normal."

"Aaaaahhhhhh." shouted Star as more purple hearts appeared.

"Star it's me Gwen. We have the book some Ben, Kevin and I are going to look to she what we can find." said Gwen

"We will find away to stop this Star." said Ben

Then more hearts appeared. "BEN! You are making it worse." said Star

"Ha, good work Tennyson." said Kevin

"Your not helping either Kevin." Star said as even more hearts appeared.

"Why don't we look for it in the living room." said Gwen

They went into the living room and started to look through the book.

"This book isn't making any sense." said Ben

"I don't even know where to look. I still haven't found an index or a glossary." said Gwen.

Then the book started to turn it's pages on it own. Then a blue man with a jewel on his forehead and warring a yellow robe. "Did someone say Glossaryck?"

"What?" said Ben and Gwen confused and Kevin looked confused.

"Cause that's me, sir Glossaryck... of Terms." said Glossaryck as his name appeared. "At your services my lady."

"Oh what a gentleman." said Gwen

Glossaryck got a good look at Gwen and Ben. "Oh, sorry I got the wrong person goodbye." he said going back into the book and closed it. Ben tried to open the book. "This book is not for the likes of you. Magical princesses only."

"But this isn't for me. I'm trying to find something to help Star." said Ben

Glossaryck chuckled. "Star Butterfly! What's wrong with her?"

"She says she's got mewberty."

"I usually don't make acceptances. But maybe we can work something out. Pudding!"

"What?"

"I want pudding."

"Pudding?" said Gwen and Kevin

"Corrrrrrect. Earth has the best pudding. Pudding!"

Then there was a loud crash.

"I will go check it out." said Kevin

"And I will get the pudding." said Ben

Ben soon came back with the pudding.

"Alright here's you pudding." said Ben. Glossaryck opened the book then his mouth. "What are you doing?"

"You got to feed me of course. Pudding doesn't eat it's self." said Glossaryck pointing to his mouth

"Gwen you feed him." said Ben

"No you feed him." said Gwen

"I got the pudding, so you feed him."

"But Star is your girlfriend."

"She is not my girlfriend."

"I don't care who feeds me. But someone will feed me the pudding soon or I will go back into the book and you won't get the information." said Glossaryck

"Fine I'll do it." said Ben. Then he started to feed Glossaryck.

"It's- you got it all stuck in your beard." said Gwen in a grossed out tone

Kevin got to where Star is and saw a big purple heart. The heart started cracking and split open. A purple girl with 6 arms, hearts for eyes and wing came out.

"Boy!" said the purple girl as she headed towards Kevin. Kevin ran to the left dodging her. He saw a wooden table and absorbed the wood. The girl tried again punched it back.

With Ben and Gwen.

"So you said Star is going throw mewberty." said Glossaryck

"How do we make it stop?" asked Ben

"Can't stop it."

"Is there a way to stop her from getting those hearts and the craziness around boys?" asked Gwen

"All of that will be over soon. Star should be back to normal around 3:57 pm or she won't."

"Won't what?" asked Ben

"Be back to normal."

"There is nothing we can do?" Glossaryck pointed to his mouth. "Its empty."

"Scrap the sides."

Ben scraped the last of the pudding and feed it to Glossaryck. "Now talk."

"Look kid nature is like a runaway dump truck. Hot, fast and full of garbage."

"What?" said Ben and Gwen confused.

"Nature can not be stopped. That is all." Glossaryck said as he went back into the book.

"There has to be more that you could tell us." said Gwen

"Of course there is. But your out of pudding." Then the book close.

Then the girl was thrown out the front door breaking it. Then soon saw Kevin run out the door and started to fight with the purple girl.

"What is that?" asked Gwen as they saw the fight go on with Kevin absorbing the street.

"I think that's Star." said Ben

Glossaryck came out and saw the fight. "This is only making thing worse." said Glossaryck

"Kevin stop that Star." said Ben

"Wait! That's Star." said Kevin surprised and while he was surprised Star picked him up flew a few feet in the air then dropped him. Then she sprayed some stuff on Kevin that stick him to the ground.

"I have an idea Gwen. Don't interfere unless you have to." said Ben

"Okay!" said Gwen

Ben activated the omnitrix turned it then slammed it. "Echo! Echo!" Ben ran out a jumped on to Kevin's car and let out a scream. "If you want someone why not try me?"

Star headed towards Ben but he did nothing as Star sprayed his feet with the same stuff as he used on Kevin. Then used it on the car so she can lift it up into the sky.

"Well it looks like my plain worked." said Ben right next to Gwen still Echo Echo.

"I see you made a copy to handle Star to let her get throw mewberty."said Gwen

Then Glossaryck's watch beeped. Then gray hearts started to fall out of the sky. Soon after Kevin's car and the other Echo Echo. "Gwen Star is falling right behind me. Make a slide quick."

"I see her." said Gwen looking up into the sky and seeing Star. Gewn's hand turned purple and she made a swirly slide for Star to go down. The two Echo Echo's remerged and Ben turned back to normal and grabbed Star at the end of the slide.

"Star!" said Ben. Then Star started to wake up. "Your alright Star." he said giving her a hug. Then she hugged him back. Soon there was a buzzing sound.

Star looked and saw there were two small wing on here back. Then she screamed in excitement. "Look Ben I got my mewberty wings."

"Wait dose this mean you can fly?" asked Ben

"Let's try them out." Star said grabbing Ben's arm. Then where up in the air for 5 seconds. Then fell to the ground. "Nope!"


	9. Sleep Spell

Ben walked down stairs just getting up and noticed the living room was a jungle.

"Wow! Star is getting better at her magic. But She is pulling a big risk doing this to the living room." said Ben

Then Star came down. "Wow! Ben I love what you done with the place." said Star noticing the living room was a jungle.

"Me? I didn't do this. I thought you did."

"Well I didn't do it."

"Well what ever the living room has to be turned back to normal."

"I'll fix it then." Star said as she zapped the living room back to normal.

Later that night after they went to bed. Ben got up after hearing some loud noises. He headed to Star's room and saw her sleep walking and blasting stuff with her wand. Some of the blasts headed to Ben. Ben called Star name a few times. Then Star woke up.

"Morning Ben." said Star then noticing what happened to her room. "What happened in here?"

"You where using your wand in your sleep. So that why you don't remember turning our living room into a jungle." said Ben

"Oh no, Ben you got to help me."

"Sorry, but to be honest. I'm not good with this." as Ben said this Star looked down. "But Gwen should know what to do." Star then cheered up. "I'll give her a call right now." Ben pulled out his phone and called Gwen.

At Gwen's house here cell phone started to ring. Gwen got up and picked it up.

"Hello." said Gwen sounding like she was still asleep.

"Gwen, we could use some help. Star is sleepwalking and using her wand. Is it possible for you to get over here?" asked Ben

"Sure just give me a few minuets." Then she hung up the phone. Opened her window and made steps and walked down and headed to Ben's house. Gwen went into Ben's house meeting them in the living room.

"So Gwen, how is this going to work?" asked Star

"Well I'm just going to ask you a few things to figure this out."

"Really?"

They sat down. "Yeah, The few things that cause sleepwalking are sleep deprivation, stress, and depression. So is there any thing that's got you stressed or depressed about?"

"Well my overbearing mother has been suffocating me with all the duties and responsibilities of being queen for when I inherit the throne."

"Yeah, that could do."

"That might get anyone stressed out. But you won't be queen for a long time." said Ben

"I'm going to be Queen when I turn 22."

"Oh, well you still have 8 more years till then. I know you will be ready when the time comes."

"Thanks, Ben." She said as the two hugged. Both Ben and Star blushed.

"Well, that problem is solved. I have to get home and get to bed." said Gwen with a yawn. She left and headed home. Soon Ben and Star walked up to their rooms and went to bed. Soon after Star burst into Ben's room blasting magic spells. Ben woke up as his bed started to float into the air. He noticed Star was sleepwalking and using magic.

"I thought this problem was over." said Ben. Then he noticed there was someone else in there as well that Star was blasting. "Who is that?" he asked then fell of his bed and landed on Star waking her up. Then she noticed she was in Ben's room.

"Oh no, was I doing it again?" asked Star

"Yes, but we have a bigger issue to deal with." he said pointing to an elephant monster that was in the room.

"I want your face." it said

"You're body must have been reacting to being attacked. I will say you have some good reflexes."

"You're telling me I didn't even know I was fighting." said Star

"I came here for your face. To steal your face. You heart me in my but." The monster said in a loud tone

"I can you keep it down. You're going to wake up Ben's parents."

"Why should I care if a wake up someone's parents. Camera phone! I'm on the run from St. O's."

"Well you cant stay here on earth. Why don't you go somewhere else or to St. O's."

"Oh, my plain is to go somewhere else and your taking my place at ST. O's."

"What! I don't want to go to St. O's."

"Oh, your going to St. O's. You see we're both big girls. We got the same highs and lows. The same easts and wests. You can hardly tell use apart except for in the face. Camera phone! So I'm going to laser finger your face off your head. You can have my face. See I'm gonna wear your face. Then you can go to jail. Because you look like me. It's just a classic face switch scenario."

After hearing the plain both Ben and Star started to laugh hard. "That is the dumbs plain I have ever heard." said Ben

"I know, she doesn't even look like me." said Star

"It's not funny and I do look like you." said the monster

"Me and Ben look more alike then you and I." Star said as she and Ben still laughed.

The monster got mad and grabbed Star as she dropped her wand. Ben stopped laughing and ran after them. He activated his omnitrix select an alien and hit it. "Spidermonkey!" Ben said as he kept running. Ben chase them all over the house. "Don't worry Star, I'll save you." They went outside and jumped on the roof. Ben shot web from his tail on the monsters feet. Then ran up and punched her in the face nocking her out.

Later the monster was escorted by three men with masks.

"Thanks for saving me Ben." said Star

"It's alright that's what friends are for." said Ben

"So what now?"

"Well we repair the damage with your wand and then go to bed." he said ending with a yawn.


	10. Max Out

It was raining as a man went into a dinner and sate down in a booth.

"Like to hear about the special?" asked the waitress

"Just coffee." said the man

"We don't get too many strangers here. What brings you to Santa Mira?"

"Great fishing, great weather."

"Our fish are all farm-raised. And this is the rainy season."

"I was misinformed." he said as he took of his hat.

"Here's your special." said the waitress as she set out a plate.

"I didn't order that."

"It's on the house." Then she lift the lid and small creator jumped towards him. He slapped it away. The waitress grabbed him from behind. Then he hit her with the back of his head.

"You are on strong lady. Or are you." he then grabbed her face and pulled something off. Reviling she was a DNAlien. He pushed back making her land on the table behind them. The small creator crawled toward him. He grabbed the coffee pot and hit it with it. "I said, "just coffee.""

In Bellwood.

"Uh... no. Or let me put it another way - no." said Kevin as whipping down his car.

"Come on, Kevin, he's my cousin. He was supposed to be home from college two days ago." said Ben

"And you want me to waste my time, driving my car, looking for your cousin? Why don't you get Star to use her teleporter scissors."

"They are called dimensional scissors and they can only send you to places if you know the location." said Star standing next to Gwen.

"I know how it sounds. The police said to wait. I'm sure he's fine. We just don't know where he is." said Ben

"Daytona Beach or Fort Lauderdale. He's a college student." said Kevin

"No. He called from the road and said his car broke down in some town called Santa Mira. We haven't heard anything since. his folks are worried."

"And I'm supposed to care why?"

"Because he's my brother." said Gwen

Kevin turned to look at Gwen. "Get in."

They got into Kevin's car and started to drive off.

"You're really sweet to do this, Kevin. Ken is -." said Gwen

Then Kevin started to laugh. "What? "Ken"? Your brother's name is "Ken"? Gwen and Ken Tennyson? What's your folks' names - Sven and Jen? I'm taking to you, Ben." said Kevin

"Yes, our names rhyme, and you noticed. Good for you." said Ben

"Just having some fun, man. I don't see what the big deal is."

"Ken took Ben to his first soccer game. When his band played, he snuck me and my friends backstage. Ken's the coolest guy in the world." said Gwen

"I can see why you two care about him. From what you tell me he seems like a nice guy." said Star

"He is!" said Ben "Welcome to Santa Mira." he read as the entered the town.

"For a guy who's so cool, he sure picked a lame spot for spring break." said Kevin

"Ken is totally cool. And he didn't pick where the Awesome-mobile broke down." said Gwen

"The "Awesome-mobile"?"

"His car. I told you - he's cool." said Ben

"Oh, yeah - Who could doubt it?"

"I say we hit the garages in town. Find Ken's car, find Ken."

"Good idea!" agreed Star

"Yeah, I mean how many garages can this hole support?" asked Kevin

Later.

"Five - five garages. One-horse town - five garages?" asked Kevin in an annoyed toned

"How many did you think there would be?" asked Star

"I was thinking one or two, maybe three at the most. But not five."

"Five garages so far. And if the Awesome-mobile isn't in this one, we'll have to keep - bingo." said Ben looking thru the window

"You found a bingo game?" asked Kevin at the window

"I found his car."

Kevin looked at Ken's car. "That's the Awesome-mobile? That thing makes the Rust Bucket look like a Ferrari."

"They've already locked up for the night." said Gwen. Then Kevin ran and busted the door open. "Kevin?"

"Don't worry - Ken is so cool, He'll be happy to pay for that." Kevin said as Gwen, Ben, and Star entered the garage. They started to look thru Ken's car. "Ah, dirty laundry for mom to wash. This guy really is a class act."

"There must be a clue in here to help us find Ken." said Gwen

"What, like maybe he left a note?"" Kevin then opened the hood of the car and saw the engine. "Well. What do we have here?" he said tacking something off the engine.

"What is it?" asked Ben

"The only thing in here not covered in rust. It's alien tech - projects a field that dampens internal combustion."

"His car was sabotaged. Why? Ken's..." said Gwen

"Too cool?"

"Too normal."

"What do you mean Ben?" asked Star

"Ken doesn't know anything about the aliens. Why would they go after him?"

"Wonder When they did this. It's wired directly into the -" said Kevin as he had his hands in the car. Then Gwen touched something slimy.

"Gross!" said Gwen lifting her hand out of it. "What is this?"

Then the omnitrix started to beep. "I don't know, but the Omnitrix doesn't like it." said BenThe onmitrix started to beep faster as he but it closer to Gwen's hand with the goo.

"What's going on here?" asked Gwen

"Wouldn't mind knowin' that myself." said a man. They looked back and saw two men at the door. "What are you doin' in my garage?"

The other man set a container on the ground. "You want I should call the sheriff."

"Yeah, you do that... Shem. I bet he'd be real interested to find out what happened to the kid who owns this car."

"What do ya mean? How should we know? He dropped off the car, we fixed it - he didn't come back." said the first man

Kevin tried to start the car but it wouldn't start. "You fixed it, huh?"

"We - we was aimin' to fix it, but things got busy here." said Shem

"Yeah, workload looks brutal." said Ben as Gwen snuck by and looked what was in the container.

"More slime." said Gwen

Ben went to look. "Okay, that's it. What is that stuff, anyway? What was in here?"

Lightning stuck and it looked like they were DNAliens for a second.

"Check it out - its the DNA hillbillies." said Gwen Star got out her wand but before she can do anything. One of the DNAliens shot goop at her sticking her to the wall. The other shot Gwen sticking her to the ground. The switch sides and shot and shot Kevin and Ben sticking them to the wall. They toke off there ID mask and showed there true form. Ben released his right hand, then activated the omnitrix. He turned the diel to select the alien and then hit it.

"Humongousaur!" Ben said as the shop got damaged because of his size.

Star used her wand and shot a beam destroying the goop. She then shot one of the DNAliens with a narwhal blast. The other DNAlien stared to for Star, but Ben roared at him. Then the DNAlien started to run away, but ran into Kevin coved in metal, who was blocking the door.

"That's a work-related accident. You can sue. We got 'em. no what?" asked Kevin

They soon find themselves in front of the dinner the man was at.

"I thought if we retraced Ken's steps, we'd find a clue, but there's nothing here." said Gwen

Then there was a noise. "Well, I wouldn't say "nothing."" said Star pointing at the truck.

Ben opened the truck container and there was a DNAlien in energy cuffs with a something in his mouth. The DNAlien nocked over a container as he turned to see how was there. Kevin took out the fabric.

"Okay - start talking." said Kevin

Then Ben's omnitrix stared to beeping again. "What is up with you?" he asked then he moved it over the slime the spilled out.

" **Unknown DNA sample acquired.** " said the omnitrix

"That's new."

"Ben, you want to look at this." said Gwen as she picked up the fabric Kevin dropped.

Ben saw what it was. "This is from his favorite shirt."

"Who's favorite shirt?" asked Kevin

"Yeah, do you know who it belongs to?" asked Star

"Grandpa Max." said Gwen Then Gwen hand glowed purple as she shot out a beam and grabbed the DNAlien and pushed him on the metal wall of the container. "Tell us who tied you up - now!"

The DNAlien tried to struggle free. "Max Tennyson. He wanted to find some kid." said the DNAlien

"Where is he?"

"I don't know. He cuffed me and left me here."

"Not him - he can take care of himself. The kid - where is my brother?" Then Gwen pulled and pushed the DNAlien back on the metal wall.

"H-hatchery."

They soon found themselves at the hatchery. They walked in a hole in the fence.

"I'm cold and wet." said Kevin

"No duh." said Star

"Weather machine. The aliens are making it cold and rainy for... whatever it is they're doing." said Ben

"How do we get in without being spotted?" asked Gwen

They walked over to a water way that go into the hatchery.

"You got to be kidding me. Who'd be crazy enough to swim in that?" asked Kevin

With Max he was swimming in to the hatchery. A DNAlien and started to run, but before he could do anything Max grabbed him and punched him in the face. Max then pulled out something and fired at the DNAlien making it disappear. Max entered deeper into the hatchery. Max locked around a corner and saw two DNAliens. As well as a locked door. Max whistled. The DNAliens went to see who whistled. Then beated them to the ground and blasted them. Max ran to the door and unlocked it with his Plumber's badge. Max went into the room. He saw a man that looked like he was half DNAlien.

"Grandpa Max... Help...me." said the man

"Kenny. It's okay, boy. I'm here." said Max picking him up. Then Max was shocked. Max saw Kenny holding a teaser and he just smiled. Max fell unconscious.

Back with Ben, Star, Kevin and Gwen they were swimming in water line.

"Next time you ask me for a favor, remind me to say no." said Kevin

"Don't be a baby. My brother is in there, captured by DNAliens." said Gwen

"At lest he's dry." said Kevin as they reemerged from the water. "And this stuff smells like - What was that?"

Then something grabbed Gwen and dragged her under as she screamed.

back to Max. He was taken to room.

"Max Tennyson. You have been active in your retirement." said the Highbreed

"Oh, this is really just a hobby now. A man my age has to stay active." said Max

"You have been a great irritation to us, vermin. You have delayed our plans."

"It's obvious you're producing these parasites here."

"Xenocites - yes." said the highbred grabbing a xenocite.

"And that they somehow transform humans into these ugly freaks."

"It can't be helped. Their human half makes them repulsive."

"All I want to know is... why?"

"You will soon see for yourself, insect" said the highbreed as two DNAliens grabbed him to hold him still. Max tried to struggle against the DNAliens but couldn't break free. "We are only hours away from completing the most crucial stage of our plan."

"But why my grandson? Why change Ken?"

"He was brought here as bait. With you out of the way, there is no one who can stop us."

Back with Ben, Star, Kevin and Gwen. Ben, Star and Kevin dived down trying to save Gwen.

"Where is she?"

"I can't see a thing down there!" said Kevin

"Neither could I." said Star

They dived again. Then a reemerged. Soon there was a purple glow. Then xenocites went flying out of the water. Gwen came up and said. "Disgusting."

"It's about to get worse. I only see one way in from here." said Ben

Kevin sighed. "You're not saying..." Then Ben, Star and Gwen dived down. "Proving my point about this being the worst road trip ever." Then Kevin dived down. They swam under the fence and emerge on the other side. Kevin saw there was a xenocite on his arm and tossed it away. They noticed that they were surrounded.

"We are not stealthy." said Ben

"But we kick much butt." said Kevin

Ben activated the omnitrix and hit it. "Big Chill." Ben flew up and phased thru a DNAlien freezing him solid. Ben continued to phased thru DNAliens freezing them. "Thought you guys liked it cold."

Kevin got to the edge of the water and absorbed the rock and got out and started to attack the DNAliens. Star got out of the water and started to blast the DNAliens with her wand. Gwen started to blast DNAliens as well but stopped once she saw one that still had a little bit of a human face. Kevin ran up and was about to hit him. "Wait!" said Gwen stopped him with a shield.

"What's wrong with you?! I was just following your lead!"

Gwen noticed that Ben and Star were heading over. "Get back!" said Gwen butting up a shield in front of them. "Get away from him. It's Ken! It's my brother." she said butting the shields down. Ben and Star came over to get a better look.

Ben transformed back to normal. "I can't believe it. You're right - it is Ken."

"That's Ken? He's actually less cool than his car." said Kevin

"Something must have happened to him." said Star

"We've got to help him." said Gwen

"Well whatever happened to him, he was fighting us. So, whatever they did to him affected his mind." said Ben

"What this did to me... is set me free!" said Ken as he thru anther DNAlien.

"Let's get him." said Kevin as he stared to charge him.

"No! Don't hurt him!" said Gwen wrapping Ken up in purple energy. "He's just sick. It's that thing on him. It's making him do this."

"Then let's get it off him." said Kevin as he started to try to pull it off.

"Kevin, wait! You're hurting him!" said Ben as he grabbed Kevin's hand. Then the omnitrix started to beep again.

" **Sever genetic damage detected.** " said the omnitrix

"Hello? Uh, Omnitrix, is that you?"

" **Genetic-code-splicing error. Should we attempt to repair?** "

"Try to fix Ken? Yeah! Let's do it." Ben then grabbed Ken.

"What are you doing?" asked Gwen

"I'll let you know as soon as I figure it out." There was a flash and then Ben found himself in a black and green vortex. "Whoa. I'm inside the Omnitrix. And so is the creepy-crawly." Ben saw a big image of Ken. Ben grabbed a part of the alien and started to pull. Then tentacles started wrap around Ben and he screamed. Ben opened his eyes and saw that he was holding a Xenocite. Ken retuned back to normal and Gwen made the purple binds disappear. "I'm going to have to get a manual for this thing. It's okay, Ken. Everything's going to be fine."

"Nothing's fine. I captured Grandpa - handed him over to them. I-I-I couldn't stop. It was - it was like I was watching someone else." said Ken

"They have grandpa Max?"

"That's why they took me. They knew he'd come for me. They needed him out of the way. Their plan - it's... terrible."

"Let's go get him."

"I'm coming with you."

"You want to help? Cool." said Kevin

They went thru the building and then entered a room.

"Ben?" said Max

"Grandpa Max." said Ben as he saw Grandpa Max and the ran over there.

"You're a sight for sore eyes."

Ben freed Max then Ben and Gwen hugged him.

Soon Star, Kevin and Ken entered the room.

"I'm so glad you're okay." said Gwen

"Me too, honey. Kenny." said Max

"Grandpa, I didn't know what I was doing. I..." said Kenny but then grandpa Max hugged him.

"It's okay. I always knew you could do it, Ben. I'm so proud of you - all of you. You too Kevin. I've been watching. You've come a long way. Might even earn that Plumber's badge you swiped. And you Star I'm glade you are helping them out. I know it wasn't your responsibility, but thanks."

"No problem, its a honor to meet you Max Tennyson. Ben talks very highly of you." said Star

Then over the intercom. " **Attention, all personnel - initiate project DNA now.** "

Ben and Max ran over to the window and saw. That the water was draining and the DNAliens gathering up this pods.

"What are they doing, anyway?" asked Ben

"They're shipping those things somewhere, putting together a DNAlien army." said Max as the DNAliens put some on trucks. "Stop them, Ben. These Xenocites must be destroyed. Go."

Kevin, Gwen, Kenny, Star and Ben ran out. But Ben stopped before leaving. "What are you gonna do?"

"What I have to."

Then Ben rejoined the others.

They made there way to the truck and Gwen blow one of them up. Then DNAliens looked and saw them.

"Nice one." said Kevin

The DNAliens started to shot slime at them the scattered. Ben activated the omnitrix and hit it. ""Jetray!" Ben flew up and started to fire lasers at the trucks. Kenny picked up a metal bar and started to smash the pods. Kevin grabbed the bar that Kenny hade and absorbed it and gave it back to Kenny. Then Kevin started to beat up DNAliens. Star used her wand to fire blast at DNAliens on vehicles that were carrying pods. Gwen walked on her made steps and her hands were glowing bright. "You kidnapped my brother, turned him into a monster, captured my grandfather! I have had it!" said Gwen as her eyes started to turn purple. Then she destroyed the rest of the stuff.

Ben turned back to normal. "Wow."

Kevin as well turned normal as well. "Yeah."

Then there was a noise. "Up there!" said Ken

They looked up and saw flashes and a noise inside the building. They entered the building and saw some of the place was trashed.

"Gramps has been busy." said Kevin

"This way." said Ben as they started to run they stop as they saw something.

"I think Kevin might have been right." said Star

"Yeah. Worst road trip ever." Ben then saw someone. "Grandpa Max!" Then they ran towards him. Max was fighting then highbreed. The highbreed then pined him to the ground.

"Let him go." said Kenny

"Stay back. Or this one breathes no more." said the highbreed lifting Max up.

"Give it up. We've beaten you. Your factory's toast, your trucks are smashed. It's over." said Ben

"Fools. More trucks can be here in a matter of hours, and my DNAlien hordes..." They looked out the window and saw hundreds of DNAliens.

"Are already here."

"It ends now, Plumber. Nowhere left to run."

"I wasn't running, chief. I was looking for the egg machine." said Max then he pulled out gun looking device.

"A Null-Void warp projector. You think you can imprison us all?!"

"No. But without the focusing lens, this thing will do a pretty good imitation of a hand grenade." he said tacking of the focusing lens. "I figure it'll take out half a mile."

"You wouldn't dare. You'd be destroyed. And your offspring."

"Gwen, throw up an energy field around you, Star and the boys and hold on tight. And... be a good girl."

"Grandpa Max... no. Please!" said Ben in a sad tone.

"Sorry, Ben. It's the only way to make sure they can't do to the rest of the world what they did to Ken. You'll have to take it from here. I know you can do it. I believe in you - in all of you." then he winked.

"Grandpa!"Ben tried to run to Max but Kevin and Ken held him back.

Then Max pressed the button. Then there was a bright light. Gwen put up a shield that surrounded them. As the place exploded. Gwen put down the field as it was over. They were in the middle of a creator.

"That was... pretty hard-core." said Kevin

"He - he saved the whole world." said Gwen

"He's a hero." said Star

"Yeah. He did. For now. But I don't think those things are giving up anytime soon." said Ben

"What do you mean?"

"I mean that it's up to someone to protect this planet, and like it or not... I think its us."


	11. Cheer up Ben

Ben and Star were walking home.

"So want to get some chilly fries on the way home?" asked Star

"Maa." said Ben without interest.

"Then how about smoothies then."

"Maa." Ben said without interest again.

They soon found themselves home. Ben went up to his room and laid on his bed. Star soon opened the door.

"Ben you want to play a game?"

"No, you can play without me." Ben said in a depressed tone

"Want to watch tv?"

"Nope."

"Then how about a movie?"

"No thanks."

"What about hang out with Gwen and Kevin?"

"You can if you want."

Star left and closed Ben's door. She then entered her room. and sat on her bed.

"Ben I know your upset about your grandpa. What can I do to cheer you up?" Star asked herself. Then Star saw the mirror on her wall. "That's it Mom might know what I should do." Star walked over to her mirror. "Mirror, mirror on the wall, call Mom."

" **Calling Tom.** " said the Mirror

"Oooooo."

Then Tom appeared on her mirror.

"Star." said Tom

"No, no!"

"Wait, your here, I'm here..."

"I sais call Mom not Tom."

"No, Star. **Don't hang up!** "

Star pressed something and Tom disappeared. "I got to delete off my mirror." Then soon Queen Moon appeared.

"Oh Star darling what a pleasant surprise." said Moon

"Hi Mom, I need some help."

"What did you do know, Star?"

"Why do you always think it my fault?"

"Do you want me to answer that?"

"Good point. But actually calling for advice."

"Oh, so what's the problem?"

"Well it's about Ben?"

"Might I ask who is Ben?"

"Oh, Ben is my best friend. He is also a classmate and I'm also staying with his family."

"Okay, I would say if you to go to the next level you need to..."

"No, no Mom. I don't need that kind of advice." Star said blushing

"I know Star. I was just messing with you."

"Right!" Star said still blushing.

"So, what's the problem?"

"Well Ben is depressed and I tried to cheer him up."

"Might I ask do you know why he is depressed?"

"Well a few days ago his grandpa died."

"Oh, I see." Moon said in a worried tone

"Ben told me a lot about him. He looked up to him."

"Star, this is not something that he will get over with in a hour or two."

"I know that. I just want to know if there is a way to help."

"I would say be there for him when he needs it."

"Okay, thanks Mom."

"Anytime." said Moon before she disappeared.

with Moon.

After Moon talked to Star. She looked at one of her pictures of her Mom. She picked it up and whispered. "I still miss you." As she hugged it.

Back to Star.

Star left her room and went down stairs. She sate on the couch.

Ben soon went down stairs and then he saw Star on the couch looking a little down. Ben went to the couch.

"Star what's wrong? Why so down?" asked Ben. Star started to laugh. "What's so funny?"

"I have been trying to cheer you up all day and nothing works. But when I'm a littles down you came right in to see if I am all right." said Star

Ben started to chuckle a little. "I guess your right."

"Ben look I'm sorry for what happened with your grandpa. He was a hero."

"Thanks, Star. I guess my grandpa wouldn't want me to mope around."

"Of course he wouldn't. I think he would want you to be happy and enjoy your life."

"Yeah, you're right. So are you still up to play some video games?"

"Of course!"

The two picked up the controllers and started to play.


	12. Blood Moon Ball

Author notes: thanks for over the 5000 views

It was a nice day at school. Then was an explosion and something came out from ground. The blast didn't leave a crater, but it did chard a parking spot. A carriage with a skeleton horse appeared. Then someone came out of it ands started heading towards the school. As he walked thru the school people whispered like "who is that?" or "what is he?". He went into a classroom and walked over to Star.

""Hey Star, I'm here to take you to the Blood Moon Ball." said Tom about to summon a fire moon.

But before he could Star grabbed him and dragged him outside to his carriage. "No! No! No! You got to leave right now. Take your carriage, your fire and your dead horse and go back to the underworld." Star said as she put Tom back into the carriage.

"Wait I'm dead." said the horse

"Oh come on, Starship." Tom said as used his foot to call fire to launch Star into his arms. "It's the Blood Moon Ball. It only happens once every 667 years." He said fly a little in the air.

Star rolled out of his arms. "We broke up period. And you shouldn't be here on Earth." Then Star started to walk away.

"Wait, wait, Star." tom said grabbing Star's hand. "Hang on, I'm a changed man. I got a life couch, Brian."

Then a man showed himself. "Hi." he said giving Tom a bunny.

"He's awesome. A happy bunny, and I have been anger free for 53 days."

"53."

"Don't you want to pet my bunny." But before Star cold do anything Tom's face was hit by web covering he's eyes. "Ahhhhhhhhh" Tom screamed dropping the bunny.

"Get away from her." said Ben transformed into Spidermonkey.

"Ben!" said Star. She then noticed that Tom's eyes were red and burned off the web. "Oh no!"

Brian saw this and walked over to Tom and walked Tom back a froth and told him. "Walk it out and talk it out." Brian said over and over

"Ben you better run."

"No, no, no." said Tom as he's eyes went back to normal. "That is why I got my support system. I'm good, got the angrier out." he said as he picked up the bunny.

"Ben it's alright. This is... Tom."

Ben turned back to normal. "Demon ex-boyfriend Tom." said Ben

"Nice to meet you, Ben." said Tom shacking Ben's hand.

"What is he doing here?"

"He wants to take me to the Blood Moon Ball." said Star

"Star never go with a person you don't trust."

"Look I can see your mad. You think I'm a total jerk. I get it, but I have changed. Remember I'm not the only one with horns." said Tom pointing to Star's head band.

"Why didn't you tell me I'm dead." said the horse

Ben was watching Tom to see if he did anything funny.

"There is not pressure. If you decide you want to go, just toll this bell." tom Said giving Star a bell. He got into his carriage. Then fire surrounded it. Tom lowered the fire. "Oh, almost forget the little hammer. I hope I see you there." he said giving to Star and then the fire raised again and the carriage disappeared.

Later that night .

"Your making a big mistake, Star." said Ben

"Maybe, but it could be fun." said Star getting a dress out.

"Why don't you stay here? It's always fun here."

"Yeah but this is a different kind of fun." Star then pressed a button on her mirror and it changed into a changing area for her. "Can you turn around so I can change?"

Ben turned around. "It's just I don't trust Tom. Maybe I should go with you. To make sure its alright."

"You weren't invited. Besides you have to trust me to do the right thing for myself." Then she used her wand on he face to make her hair into a bun. She was stun there for a second.

"Star are you okay?" Ben asked noticing Star was stun there

"Yeah I'm okay, maybe I should be more careful about using magic on my face."

"All I'm saying you have to be carful around some people. Especially if you know them."

"What about Kevin? You told me he was evil and know look at him. He is helping us."

"Yeah, but if you remember I kept a eye on him, just in case."

Star thought for a moment. "Okay, good point." she said leaving the changing area. "So, what do you think?"

Ben saw hair in a bun and that she was wearing a pink dress with some hearts on it with white gloves and shoes. "You look amazing." said Ben shocked seeing Star in her outfit.

"Thanks, Ben."

"Don't go."

"I'm totally going." Then Star hit the bell and a stream of fire came up. Then a carriage carried by a flying creator appeared. It brought out a bridge. "Smells like burnt toast." Star then got into the carriage. "Let's get this show on the road."

"Witch floor mortal?" asked the creator

"I guess the bottom."

"Why don't I just ride down with you." said Ben as he started to cross the bridge.

But then Star lightly kicked him off. "Goodbye, Ben. I will see you after the Blood Moon Ball." The carriage then flew down into a ring of fire. Star soon found herself in the under world. "Wow."

Tom was there to greet her. "Star Butterfly, don't you clean up nice."

"Thank you, I guess."

"I got you this." Tom said holding something that looks like a spider.

"What is it?"

"It's a hair thing. It goes into your hair it will help you fit in down here." Tom was about to put it in Star's hair but she moved out of the way.

"How sweet... Tom, but I kind of got my own thing going on here. I'm pretty happy with it. Let's go have fun now."

Tom started to get angry. The Brian came to calm him down.

With Ben.

Ben was laying on he's bed. "I hope Star is okay." Ben said to himself. He soon rolled over and looked into Star's room and saw the bell was there. Ben got up and went to Star's room.

With Star.

Star and Tom were about to get there picture taken.

"I'm so excited to be covered in blood with you. But don't worry its not real its from a unicorn." said Tom

"One of my bestfriends is a unicorn." said Star

"Well their not related."

"I'm not going to bathing unicorn blood." Then Tom started to do something behind him. "What is that hand doing back there."

"Nothing!"

Star looked and saw Tom petting the bunny. "Are you getting angry?"

"No!"

"Look you do you. I'm going to get a drink." Star said as she walked away it the punch bowl. Star watched as the skeleton fish swam thru the drink.

Then some creator came up to her. "So you must be Tom's date."

"Well you could say that."

"Well I hope you're happy. He made this whole entire ball completely boring for you."

"I wouldn't say its boring."

"Oh really, aloof attractive people, boring. Bubbling cauldrons that don't even melt your flesh of. What is it nap time or something, cuz I'm bored. Piece of garbage that doesn't destroy the universe. Stupid cockroach that lives inside. I'm over it already." the creator then ran away.

"You want to dance?" asked anther creator

Tom came and said. "Her dance card is full."

"Oh, I get it. I bet you think like your soul and her soul are totally going to mmmmmm." the creator said butting his hand together.

"What is mmm." said Star mimicking the creator.

Then a creator started to make an announcement. "Good evening ladies and gentlemen. It's my pleasure that I'm a quest you now to turn your head skyward. When the light of the Blood Moon grubels down and selects two lucky souls binding them together for eternity in it's hypnotic ruby broden."

"Wow!" said Star

The music started to play. "Oh, that is the wrong piece of music. This is gonna drive me crazy. All right don't go anywhere I'll be right back" said Tom

"Okay." then Star started to wonder around.

There was a man that was wondering around watching Star. Then soon they bumped into each other. Then a red light went over them the man offered his hand and Star took it. Then the two started to dance. Tom saw that Star was dancing with someone else and started to get mad.

"Star!" said the man

"How do you know my name?" asked Star

"It's me Ben." Ben said reviling himself

"Ben! What are you doing here?"

"I was just trying to make sure everything was alright. Then I was going to head back."

Then Tom pushed Ben and then the reed light disappeared. Then Tom's eyes turned all red. "That dance was meant for **ME!** " said Tom as the room started to catch on fire. Brian ran over to try to clam Tom down but Tom pushed him away. He made his way towards Ben. Ben moved back and activated his omnitrix and started to turn to select the alien. Tom flew up and Ben was about to hit the omnitirx when Star froze Tom. Then Star zapped hit button to make it say 0 days anger free.

"Lets go Ben." said Star as she was walking away. Ben deactivated the omnitirx and started to follow Star. Then soon found themselves infront of Star's window. "Thanks for the lift." Star then left the carriage angry. "So infuriating."

Then Ben left the carriage then it left. "Well you do have every right to be angry at Tom." said Ben

"No, you were infuriating."

"Me, I was just looking after you and making sure you were alright."

"You don't trust me to do things by myself. I'm 14 I can handle a demon. I know you were trying to look out for me. But you have to let me figure things out on my own. I don't need a hero I need a friend."

"I do trust you!"

"What!"

"I said I do trust you. And I know what your going thru. When I first got the omnitirx I thought I could handle anything on my own and I did win some battles on my own. But I would say some of the greats battles I have won with Grandpa and Gwen's help. Yeah they knew I probably could handle it myself. But they helped because they wanted to make sure I was alright. And the worst part I never let them know how much I appreciate it. Just remember Star even if no one believes in you, I will always be there for you."

"Thanks Ben. I will say thanks to tonight I know you can dance." Then Ben and Star shared a hug and both where blushing. "Now go get us some chilly fries."

"Okay!"


	13. Fortune Cookies

In Ben's backyard both Star and Ben who was transformed into Goop. Where battling Ludo and his monsters. Star was blasting, while Ben was punching.

"How are you losing? You have like 200 hundred pounds on them." said Ludo

A monster charged at Ben. Ben turned into a puddle and the monster slipped and slide Star who hit him with a blast making him flying back where Ben knocked him out.

"At lest hit her with a rock or something."

A bear monster thru a small rock at Star but it did nothing. Ludo started to get worried as both Ben and Star betted up the monsters. "Off the fence over the tree." said Star then she fired a blast that bounced off the fence and it went over the tree and hit a giraffe monster. "I told you I could do it."

"How about this 6 monster by throwing the frog monster." said Ben. Then Star waved her hand to let Ben do it. Ben wrapped around Buff Frog and lift him up and thru him at the others making them fall on to Ludo. Then Ben turned back to normal. "Now there is only one thing left to do get some smoothies to celebrate."

At Ludo's castle.

Ludo was screaming. "You guy's are useless. You're always screwing up my brilliant plains. I need someone who can wrangle you imbeciles. Just get change." Ludo said to the monster trying to use the vending machine.

On earth with Ben and Star.

Ben and Star were walking home with there smoothies. As they past a restaurant Star asked. "What kind of food do they sell?"

"Oh, they sell Chine's food." said Ben

"I never had that. Can we get some? Please!"

"I don't see why not." They went inside and got someone chine's food and started back home.

later after they got home and ate.

"Wow that was so good." said Star. Then Star saw there was something else in the bag. "Ben there are cookies in here." Star took one of the cookies and ate it. "I don't like the filling." she said sticking her tongue out.

"They are called fortune cookies and your supposed to break it open and read the fortune." said Ben taking a cookies and creaking it. "A friend will greet you with a smile."

"That's sweet." Star said with a smile. Then she relived it was right. "Wow those cookies can predict the future."

Ben chuckled.

With Ludo.

Ludo interviewed monsters. Ludo started rub his head after all those interviews. "This idiots are even dumber then you idiots." said Ludo

Then a monster missing a finger gave him a glass with a brown liquid.

"West Mewnian swamp water or do you drink from the bottle?" the monster asked

"On days like this."

"Tell me about it."

"Oh, I'll tell you. The truth I've been trying to steal a wand from a teenager. It's harder then it ought to be." Ludo said in between gulps of the swamp water. He then thru the water to the side. "Wait one sec." Ludo then pulled a leaver a few times to make the chair taller. "Where did you come from?"

"I let myself in."

"When?"

"After you hired me."

"I hired you?"

"I accept."

"Excellent."

"We'll start tomorrow, get some rest." he said giving him a card.

"Did anyone catch his name?" Ludo asked then he looked at the card he gave him. "Toffee. I guess his name is Toffee."

Back on earth

"What's so funny?" asked Star

"The cookies don't tell the future. They just give wisdom and good advice. They are made in a factory." said Ben

"Then what about your fortune, it came true."

"Star you're always happy and smiling."

"Okay that's true."

"Food can't tell the future."

"Well on Mewni there's this place where you can get calzones that are going to tell you how you are going to die. So why not cookies that tell your fortune."

At Ludo's castle.

Ludo was showing Toffee around.

"Okay, Toffee this is what we are working with." said Ludo as they saw the monsters doing some crazy stuff. Then the broke out into a fight. "I'm doomed. Be honest I can handle it."

Then Buff Frog entered with his dimensional scissors. "Ludo master, the girl thinks the messages in some cookies are fortunes." said Buff Frog

"Interrupting! Well Toffee give it to me straight are my monsters the worst or what."

Toffee thought for a moment. "Maybe we can do something with those fortune cookies." said Toffee

Buff Frog moved Ludo to the side. "You sure you trust him boss." whispered Buff Frog to Ludo

"Of course I trust him." said Ludo

Back on earth both Ben and Star were walking.

"I can't wait to get more cookies." said Star

"Star I keep telling you they don't tell the future." said Ben

"Ben, Gwen and I use magic and we fight aliens. So why can't there be a cookie that can tell the future. Oh free cookies." Star said noting a bowl of fortune cookies on a table with a sign saying free samples. Star took a cookie and cracked it open. Then they were attacked by monsters. Ben activated the omnitrix and then was stopped by Star. "Wait Ben, love is always the answer."

"What we need to defend ourselves." Ben said turning the omnitrix and hit it. "Echo Echo!"

"But Ben the fortune says..."

"Really, right now." Then some of the monster chased after Ben. But Star saw a monster and hugged it and he hugged back.

Watching at the edge of the battle was Ludo and Toffee.

"There's the wand. I can totally get it." said Ludo starting to head for the wand, but was stopped by Toffee.

"Patience!" said Toffee

back to the fight.

Ben duplicated himself once and split up. One of him turned and screamed at the monsters chasing the other one.

"Ben stop fighting them and they will stop fighting you." said Star

"Star I don't think that will work." said one of the Bens. The monsters jumped on that Ben and thru him into a trash bin.

The monster started to surround Star with a few monsters still dealing with the Ben that wasn't trapped.

"You guys really need some hugs."

With Ludo and Toffee.

"It's actually working." said Ludo

Then Ludo started to run to steal the wand, but was stopped by the monster that was hugging Star.

"Back of dude." said the two headed monster

"What! You idiots you are screwing up the plan."

Star heard what Ludo said and was shocked and stopped hugging the monster. "Plan? So this was a trap. Ben was right fortune cookies aren't real." said Star

Then a trash bin rolled over and hit the monsters. It opened up. "It worked its open." said one Ben to the other who just gave him a thumbs up.

"Ben you were right fortune cookies aren't real." Then monsters started to charge at them. "Mega Mushroom Destruction Blast." Then the monsters were hit by Star's spell.

They retreated thru a portal. "Welcome to my life." said Ludo right before he went into the portal.

Toffee just stood there and looked at Star and Ben for a moment and saw Ben return to normal. Then went into the portal.

"I guess I should have listen to you Ben." said Star

"It's okay Star." said Ben

They mad there way home.

"Oh, here's your fortune." said Ben picking the peace of paper off the floor.

"Ben you do know they aren't real." said Star

"Yeah, but they are fun to read." Ben said giving here the paper.

"A great evil has been unleashed."

In Ludo's castle.

"Cheers!" said Ludo. As Ludo and Toffee drank some swamp water. "That was the closest we have ever come. But the girl always gets the best of me."

"Yes well, you're not the first monster to fall victim to there magic." said Toffee

"Things will be different when I get the wand."

"I do have to ask who was the kid who can turn into monsters?"


	14. Freeze Day

It was a early morning at the Tennyson's house. Both Ben and Star were in a rush getting ready for school.

"I can't believe we both over slept for school." said Ben

"Yeah, we both just slept right thru our alarms." said Star

"To bad neither one of us can stop time."

"Yeah, that would be good. Easy peasy time frizzy."

Then Star's wand glowed for a second.

"Okay what just happened?" asked Ben

"I don't know, but I might have accidently frozen time." said Star

Then went down stairs and saw Ben parents frozen in time.

"Well it's safe to say you froze time. Well at lest we won't be late for school."

"Yeah, but we don't have to go to school right away."

"What are you saying?"

"I'm saying is that we have all the time we want to get to school now."

Then both Ben and Star ran out. They went to see Kevin. Ben tied his shoes together. While Star magic a mustache on his face. Then Ben put a sign on his back. Ben and Star did some more stuff and while they were doing that someone was watching them. He looked at his watch. "Now is not the time we meet. But we will meet soon Ben Tennyson and Star Butterfly." said the Man as he walked away. As soon as they where done they headed to school.

"That was a great time." said Ben

"Yeah, it was." said Star

"Well it's time to unfreeze time and go to school."

"You're right, easy peasy time unfreezie." But nothing happened. "Easy peasy time unfreezzie."But nothing happened again. "Uh oh!"

"Star is there a problem?" Ben asked but Star looked frozen. "Star! Star! No, it happened to you now."

Star then laugh. "I was just messing with you." Then headed home and Star got her spell book out. "Maybe there is something in here that can fix time." Star opened the book and saw Glossaryck frozen. "Oh no, Glossaryck is frozen to."

"I don't really care for him." Ben said as he turned the page.

"Okay, lets see. What to do when you make a dimension explode. What to do if you delete gravity. Mmmmmm"

"Don't get any ideas."

"Sorry!" Star said continuing thru the book. "What to do if you freeze time. We can move time forward if we go to the plains of time and push the wheel of progress."

Star used the dimensional scissors to opened a portal to the plains of time. They went thru the portal.

"I will say this is one of the creepiest place I have been to." said Ben

"That must be it." said Star pointing to a wheel. They walked over to it. "How do we start this?"

"Let me try something." Ben activated the omnitrix and hit it. "Humungousaur." Ben tried to turned the wheel but it never moved a inch.

"Now let me give it a try. Rainbow raccoon rotation." The magic just blasted back.

"Magic won't work on that you have to use the magic of toesies." said a blue man

"Who are you?"

"I'm father time and this is Rocksworth. He's a rock but don't bring it up he's kind of sensitive about it."

"Father time, he must be the one that can push that thing." said Ben then he turned back to normal.

"Look I'm over her. And now I'm over her."

"And how long where you on the wheel?" asked Star

"You know forever, until some one cast a freeze spell and knocked me off it. What is that?"

"Mud." said Ben

Father time started to roll around in the mud. "It's glories, I love mud." Then father time put in his mouth. Then he spit it out.

"So Father time why don't you get time started up again." said Ben

"Where has this been all of my life?"

"Look, you can play with mud on your wheel." said Star

"Wow that's an enticing offer, but no." The Father time ran around with Star and Ben trying to catch him.

"You can't just leave time stopped." said Ben

"With out time everyone will be frozen forever." said Star

They continued to chase Father time.

"What's this?" asked Father time then a door opened. Ben and Star tried to get in but the door closed. Then they say Father time riding a fast turtle. They jumped on a big bunny. Then it started to move slowly.

"This will be better." Ben said as he activated the omnitrix and hit it. "Jetray." Ben flew up they grabbed Star and started to chase Father time.

"I think he went in there." said Star pointing to a building.

Ben flew down and dropped of Star then landed and turned back to normal. They entered the building and saw a lot of TV screens. "Wow! This must show everything that has happened in the universe." said Ben

Then something came down and it reviled to be a eye. It looked at Star. Then on the TV it showed a little Star. "It's me." Star said as she watch the TV

"This place must keep tract of what we do." Then the eye looked at Ben. on the TV it showed when Ben got the omnitrix and then it showed all the battles he was in.

"Wow Ben you told me about your adventures. But I didn't know this many." Star said as she watch. Star noticed some time Gwen and or Max had helped Ben out. "Ben I'm sorry I got mad after the Blood Moon Ball. I finally get what you meant. You might have stopped those guys by yourself but Gwen and Max help out."

"Even now we do that. You, me, Kevin and Gwen we all look out for each other and because of that the team is strong."

"I guess your right."

"Star I was wondering if you want to Pier sometime?"

"Ben are you asking me out on a date?"

"Yes."

"Well I would love to go on a date with you Ben."

Ben and Star were smiling while holding hands.

Then they were interrupted my someone talking. "Hey guys." They looked and saw it was Father time. "Isn't this place incredible. It's like we're living in the future." said Father time

"It's Father time." said Ben

"Emerald snake strike." said Star then Father time was tangled by snakes.

They got the snakes of Father time. "Okay, lets get you back to your wheel." Then an eye ball looked at Father time. Then the a TV showed Father time running in his wheel. "Alright I guess I'll get back to doing that. It's only for all eternity."

"We can't just force him to do it." said Ben

"Maybe there is anther way to turn the wheel." said Star. They saw a giant hamster. "Are you thinking what I'm thinking?" As they left a TV flicked and showed a 10 year old Ben and 9 year old Star in a mysteries place and Star kissed Ben on the cheek.

They made the wheel into a carriage whit four giant hamster pulling it.

"I was thinking of something different, but this works." said Ben

"Now you can go anywhere you want and keep the wheel moving."

"Thanks guys I owe you. Help yourself to any of my mud even the nice stuff." said Father time

"We're good." said Ben

"And don't freeze time again its kind of fragile. You don't want to break it, you know what I mean. Well so long, time hamsters away." Then the wheel started to move.

It was a few seconds for them to relived. "The wheel is moving..." said Star

"We got to get back." said them both.

Star opened a portal and they came thru just as time started back up.

"We did you restarted time." said Ben

"And we are not late for school." added Star

Soon time stopped.

In the plains of time.

Father time and the hamsters where in the mud. The a man came up. "I think you should get back on the wheel. You don't want to delay both Ben Tennyson and Star Butterfly from there destines." said the man


	15. Pier Pressure

In a forest there was a creator. A large crashed ship was in there and weird liquid came out and started move. It found a truck and merged with it. Then it started to drive away. Later the truck fell off the road then soon a police car came up.

"Yeah, I, uh, found that stolen truck." the police man said over his radio. "No. No sign of whoever took." he answered as the blob went over to the police car then merged with it. "What do you mean he said it drove away by itself? That just doesn't happen." Then the car started to drive away. "Much."

At Ben's house.

Ben was getting ready for his date with Star in his room.

"Great. My hair looks stupid, my shirt is wrinkled, and I have a zit the size of Kansas." said Ben

Kevin walked up to him. "Yeah, that's one big zit, all right."

"Ahh!" Ben said in surprised and turned to see Kevin. "How did you get in here?"

"The usual way. Incidentally, you may want to fix that hole I punched in your back door before your mother sees it."

"You couldn't knock?"

"I sorta of did."

"Has anyone ever told you that you're a strange and dangerous person?"

"Constantly. But enough about me. Gwen says that you need a favor."

"Uh, yeah. See, I kind of want to go to the Pier tonight... with Star."

"I bet you do."

"And since I don't have a car-"

"Or a license."

"Or a license. I was wondering if you could give us a ride."

"'Kay."

"That's it? No jokes? No insults? No blackmail?"

"Nope." Kevin said as he absorbed Ben's door knob.

"Wow. Thanks." Ben thought for a second. "Wait. You're gonna wait till we're in the car, and then you're going make my life miserable, aren't you?"

Kevin just smiled and closed the door breaking the knob. "Knob's broken."

"This should be fun."

In Star's room she was also getting ready for her date with Ben. She tried on different dresses and outfits. She even tried on different hair. She finally decide to ware.

"Sometimes simple works." said Star. She wear the same clothes but she changed her headband to a plain green headband.

Later Kevin, Gwen, Ben and Star were in Kevin's car and he was driving.

"Now, remember, Benny boy, your mother and I want you home by 10:00 sharp, or you can't go to the disco." said Kevin

"Wow, Kevin your really trying to embarrass Ben. Also what's disco?" asked Star

"It's an old dancing style." said Ben

"Give him a break, Kevin. " said Gwen

"Gosh, pumpkin, what do you mean?" asked Kevin

"You know exactly what I mean. At least when Ben likes a girl, he lets her know. He asks her out. Maturity - isn't that a novel approach?"

"Ben's got a girlfriend. Ben's got a girlfriend." Then Kevin laughed.

Ben looked embarrassed. Star noticed this and grabbed his hand to comfort him.

"It's okay Ben. I knew Kevin would do something like this." said Star

"See even Star can see how immature your acting. And She is the youngest of use."

"I'm only a year younger then you and Ben."

The car stopped and Ben and Star got out. Then Kevin and Gwen drove away. Both Ben and Star entered.

"Wow, this place looks amazing." said Star

"Yeah, but this place is packed on the weekends." said Ben

"Then it looks like we have the place to ourselves." Star said grabbing Ben's hand

"Yeah, I guess we do." Then then omnitrix started beeping.

"Why is wrong with the omnitrix?"

"I don't know." The small blob entered the pier and saw Ben and Star. Ben shacked his arm to try quite the omnitrix. The blob saw bumper cars and headed over to them. Ben started hitting it. Then the omnitrix stopped beeping. "That's more like it."

"Yeah."

Then Ben and Star heard people screaming. Then they saw a bumper car driving on its own and coming toward them. "That can't be good." They started to run away. "Watch it!" said the cotton candy man as Ben and Star ran.

"Sorry!" said the two

Then the bumper car drove around the corner and hit the stand. Then the car flipped. Ben and Star hid by climbing a ladder on one of the rides.

"What is this? "When carnival rides attack"?" asked Ben

"I don't know? But even on Mewni this is not normal." said Star

Then the bumper car send a signal. Then the omnitrix started beeping again. "Shhh. Shhh. Shhh."

"Ben the thing will find us." The car looked up and saw them and hit the pole nocking them off. They landed in the car and it started to drive off.

"Okay. I'm so over this."

"Me too."

Both Ben and Star jumped off the car. The car turned around and started to head towards them. The jumped out of the way and the car ran into a pole and got wrecked. "I hope there's a simple explanation for this."

"Same here."

They started to walk away. They soon find themselves in front of the cotton candy man. "Kids, you two and me got a date with my insurance adjustor." The cotton candy man said

"Look, here's my allowance. It's all I got." Ben said giving him the money and tacking two cotton candies.

Star took one of the cotton candy. "I can't believe that happened." said Star

"I know."

They continued to walk as they ate cotton candy. Then they ran into someone. "I'm sorry."

Ben looked and saw it was Julie. "It's alright Ben. Hi there Star." said Julie

"Wait, you know me?" asked Star

"Yeah, we are in a few classes together."

"This is Julie, Star. She's a friend of mine."

"Well it's good to meet any friend of Ben's." said Star as she held out her hand.

"Yeah same here. It's nice finally get meet you. So what are you two doing here?" asked Julie shanking Star's hand

"Well Ben and I are on a date."

"Well I will leave you two. It was nice to meet you Star." Julie said as she left Ben and Star.

In the crashed ship a creator tried to do some thing but got shocked and screamed out in pain.

At the Pier.

Ben and Star were looking a jet ride.

"This looks interesting." said Star

"Especially if you don't mind wrenching G-forces and waves of nausea." said Ben

Then the blob head towards it.

"Are you saying you don't want to ride it?"

"No, I'm saying it's a good thing we didn't get the cheeseburgers." The blob started to merged with the ride. "Uh-oh."

"Not again." Star said as she brought out her wand.

"Wait, you brought your wand to our date."

"Yeah, I didn't want Ludo to steal it while we were out."

"Good point." The jet started to break of the stand. Ben and Star started to run. They went around the corner. Then Ben the omnitrix started to beeping again. Then he activated the omnitrix. "This looks like a job for Jetray." Then the jet took off and they loosed balance for a sec and Star accidently turned the diel of the omnitrix. Then Ben hit it. "I'm not Jetray. I'm a seafood platter. Mmm. And apparently one possessed of a highly advanced intellect. Ergo, perhaps I should assign this new life-form a more apropos nom de guerre. What say... Brainstorm!" The jet found Ben and Star and dived at them. Star dodged out of the way but the jet hit Ben. "Now I am most decidedly miffed." Ben said as he got up and Star ran up to him. Ben opened his head and then started to fire lighting as Star fired some blasts at the jet. The jet dodge all the attacks. "What the deuce?" Then the jet started to fire at Ben and Star. Ben put up a lightning shield to protect him and Star. Julie started to come around the corner and got shocked to see the fighting. Ben fired something to lift Julie to safety before she was hit. The jet tried dive at them again but Ben and Star fired a blast hitting the jet and making it crash into anther ride into the water. "And good riddance, might I say."

"Well I hope we don't see that thing anytime soon." said Star as Ben turned back to normal

The two of them started to walk as Julie ran to them. "Did you see what happened?" asked Julie

"See what?" lied Ben

"Yeah, what?" lied Star

"That!" said Julie as a metal creator came out of the water. Then it took Julie. Julie took out here phone and started to dial something but she dropped it and it got destroyed when it hit the ground. "Ben! Star!" The creator started to attack and Ben and Star dodge the attacks. A hole was mad in the Pier and they fell in. Ben grabbed a piece of wood and Star grabbed one of Ben's legs. The monster started to leave and Julie was shouting out "Ben! Star!"

"Star I hate to say it but we might have to postpone our date." said Ben

"That's okay we have to save Julie anyway." said Star

The wood board broke and they fell into the water. Ben used the omnitrix and turned into Jetray. Ben flew out of the water caring Star. "None of this makes sense. Why are we being attacked by carnival rides?"

"And why did they grab Julie?"

Ben and Star soon caught up to the creature.

"We can't attack him. We might hurt Julie." said Ben

"So lets try a indirect approach." said Star

"Okay I'll take left you get right." Ben flew a little bit front of the creator. Ben fired an eye beam blast at the left light pole as Star fired a magical blast at the right light pole. The light poles landed on one of the creatures legs stopping it. The creator tried to get free but hade some trouble. I did finally got free but flung a one of its seats. It hit Ben and made they fall to the ground. Ben grabbed Star and flew back up into the air. The creator was no ware to be seen.

Then they heard Julie shout. "Let me go!"

"Gotcha." said Ben as he flew over there.

"What have you done with Julie?" asked Star as she and Ben were ready to attack

"I'm here. And who are you?" said Julie as she revealed herself. Ben flew down and let go of Star. "Star!" Julie said as she finally got a good look.

"Yeah!" said Star

"And who are you?"

"Don't worry. It's... Ben." said Ben

"You're a monster?"

"Uh, no. Well, yes. Actually, I'm like 10 monsters."

"That's cool."

Then Ben turned back to normal. "Thanks."

The creature looked at them and said. "Ship, ship, ship. Ship."

"I think it's trying to tell you two something." said Julie

"Ship!" the creature said as it tapped Ben and Star. "Ship, ship." then it pointed to the creator.

"Ship. You brought us out here to find that spaceship, right?" said Ben. Then creature left the ride and then the omnitrix started beeping. Then Ben, Star and Julie walked over to the spaceship. Ben noticed there was a black and green creature pin down. "Wait. I've seen that thing before."

"You have?" asked Julie

"Kind of. I used to be able to turn into one of those. Called myself Upgrade."

"Well whatever it is, it's hurt." said Star

"Get any closer to that energy field, and it'll fry you like a potato."

"What's that say?" asked Julie

"Sorry I don't read alien." Then the blob started rubbing Ben's leg. "You're what's behind all this?

"Ship?" said the Blob

"Okay, Ship."

Ship then turn into a small spaceship then exploded.

"Okay, I think it is trying to tell us something." said Star

Ben looked at then screen then her realized. "It's a countdown. That thing's gonna explode." Ben then activated the omnitrix and hit it. "Humongousar!" Ben ran up and went thru the energy field. Ben pulled something out and thru it up into the air were it exploded. Ben covered Star, Julie and Ship from the blast.

"Ben the explosion's over." said Star

"Right." Ben said as he let go of Star. He then went over and freed the alien. "There you go."

The alien got up. "Yes. Well, as I was saying, before I lost consciousness, I extruded this Symbiote - the one you call Ship." said the Alien

"Ship." said Ship

"Thank you. And sent it off to find the nearest Plumber."

"Because your sink was clogged?" asked Julie

"No. Plumbers are intergalactic police officers." said Ben

"We'll explain it later." said Star

"So that's why it was after Star and me?"

"Well, of course. Didn't you receive his distress signal?" asked the alien

"You mean, the beeping."

"Yes, that beeping. Don't you know how that works?"

"Not so much. No"

"Really? Aren't you a Plumber?"

"I thought you were."

He sighed. "I could spend the rest of my life here. Look, is there anything else I could talk with?"

"Not really."

"That's why Ship tried to get both of yours attention." said Julie

Ben turned back to normal. "Get our attention? He wrecked the Pier."

"He kidnapped you." said Star

"Well, I needed help." said the alien

"That's pretty obvious." said Ben

The alien sighed again. "And you wonder why most aliens only communicate with your live stock. Now, if you'll excuse me, I have to repair my warp drive." he said as he started to push buttons.

"Come on you two be nice. I understand he ruined you're date but we should help him." Julie said to Ben and Star. "Is there anything we can do to help"

"Well, uh, I suppose. Very well."

They helped the alien repair his ship.

On the top Ben and Star reattached a pole on the top of the ship.

"Okay, that on nice and tight." said Star

"I guess this is probably the worst date you've ever had, huh?" asked Ben

"No, not the worst, just different. And I like different."

They fixed the ship and the alien is about to leave.

"Right. Well, well done. Off I go." said the Alien

"Wait. What about this thing? Doesn't he blorp back into your body or something?" asked Ben

""Blorp." That's not how it works. Besides, you and he have had such a lovely bonding experience. He's yours now." Then he took off and left the plaint.

"He's cute. Are you going to keep him?" asked Julie

They soon found themselves walking on the side of the road.

"I'm sorry I decided to leave my dimensional scissors at home." said Star

"Not only that the omnitrix shut down to recharge. After all those quick changes. Even if I could fly I could only carry one at a time." said Ben

"Well, it doesn't matter. We're all going to get grounded for a month after being out so late." said Julie They heard a vehicle coming. The three tried to flag it down. But it didn't work. Then Ship crawled away.

"Well, so much for bonding." said Ben

Julie started to walk ahead of Ben and Star as the walked hand in hand.


	16. What are Little Girls Made of

At the pound Gwen was depressed. Star was near by as she watched Ben and Kevin. Kevin absorbed a rock and Ben was transformed into Brainstorm.

"Let's settle this, Tennyson." said Kevin

Ben laugh. "My dear Kevin, your nigh gladiatorial bellicosity has once again outpaced your ratiocinative processes." said Ben

"I don't know what you just said butt... Cannon ball!" Kevin said as he jumped into the water sending wave of water at Ben. Ben opened his head and fired a lighting blast at the water evaporating it.

"Oh, attempting to short me out, hmm? Before you ever cause such an involuntary cognitive discharge, my intense electromagnetic stormers would vaporize you. To wit." Ben then blasted the water sending Kevin flying out. Ben walked up to the others. "As a coder and at the risk of gilding the lily, I submit..." Then Ben turned back to normal. "That I wasn't even thinking hard."

"Okay, you got me that time. Live and Learn, right, Gwen?"

Gwen was silent.

"What's wrong with Gwen?" asked Star as she came up to Ben and Kevin

"She misses grandpa." said Ben

"She was fine in the car." said Kevin

"It's my fault. I thought bringing her here would cheer her up."

"Why is that?" asked Star

"This is grandpa Max's secret fishing rock. He used to come out here all the time, when he wasn't traveling." said Gwen

"Away on Plumber business." said Kevin

"We didn't know back then. When I was 5, he brought me here, and I caught a teeny, tiny, fish. He wanted me to release it, but I put up a big fuss. It was my fish, you know? Grandpa finally convinced me to come back when it was bigger. Guess I never had an easy time letting go." Gwen said as she thru a rock into the pound.

Ben looked over and noticed something. "Hey, look over there." said Ben.

The rest looked over to were Ben is looking and saw someone going to a tree. "For a secret place, this gets a lot of traffic." said Star

"Have any of you see a flower like that?" asked Gwen.

The Kevin shouted. "Hey, you in the cloak!"

The person in the clock looked and saw them. They started to run over to the tree. The cloaked figure laugh and went behind the tree. There was a purple flash. When Ben, Star, Gwen and Kevin got there the cloaked figure was gone.

"That woman just disappeared." said Ben

"Teleporter maybe?" said Kevin

"What was she doing?" asked Gwen

Star looked and saw something carved into the tree. ""Max plus Verdona"? Ben, Gwen do either of you know a Verdona?" asked Star

"I don't think so." said Ben

Gwen picked up the flower she left. "Let's find her and ask. I should be able to track her with this." Gwen tried but failed to track her. "I really thought I had that move down."

"Huh. That's not the first flower she left here." said Ben noticing there were a bunch of flowers by the tree.

"So what now? We can't just wait for her to come back." said Kevin

Later at night Ben, Star, Gwen and Kevin were at the pound in Kevin's car waiting for the mystery cloaked woman.

"This is crazy. She didn't show yesterday, and she's not gonna show tonight." said Kevin

"Humor me." said Kevin. He sighed. Ben just flicked the lock switch. Ben stopped as he saw Kevin had an annoyed look on his face. Soon Ben flicked it again. "Do I look like I'm kidding, Tennyson?"

Gwen sighed. "You guys!" Gwen said to stop them from doing something. "I have to go to the bathroom."

"Lots of trees around."

"Real debonair, Kevin." said Ben

Gwen got out of the car. "There was a gas station a couple miles back."

"I'll drive you." said Kevin

"No. Keep watch. I'll be right back."

The three stayed in the car. Ben then started to flick the switch. Then Kevin grabbed Ben by the shirt and Star was about to break it up. But Ben noticed something. "Look." The three looked and noticed the mystery cloaked woman. They got out of the car and confronted her. "How do you know Max Tennyson?"

"Yeah!" said Star

Kevin lifted the hood to revile her face. "Talk."

"What rotten kids. Go away." the woman said as she blasted them. Then she started to fly off.

Ben activated the omnitrix. He selected and alien and hit it. "Jetray!" Ben flew after her. Star pulled out her wand as Kevin ran to his car and absorber the metal. Ben caught up to her.

"Ooh, a chase. I haven't had a good chase in ages." the woman said as she looked back and saw Ben. Ben flew up and over shot her and got in front of her. The woman dodge by going to the right. Ben then fired a laser from his tail. Shen dodged the attack then flew into Kevin.

Kevin grabbed the woman. "Answers, lady. We're done playing." Kevin said

"Not until I put my toys away, sweetie." said the woman as she send some purple energy, grabbing Kevin and flung him over into some rocks. Star fired a blast at the woman on her side hitting her. She got up. "Sneak attack. This is getting fun." the mystery woman fired some blasts at Star. But Star dodge them and ran towards her as she fired magical spells. The woman dodge them. Star was about to attack the woman, but she was caught by the woman's energy and was throne on to Kevin. Ben flew up to the woman.

"Who are you?" asked Ben. Then the woman's eyes glowed. Then Ben tried to fire but a purple ball formed around his tail. Ben fired his eye lasers and it exploded. Ben then fell onto Kevin and Star. Ben was transformed back to normal.

"The woman then flew up to them. "This little world would be a lot more tolerable without troublemaking imps like you getting in my way." said the woman as her hands glowed purple

"Yeah? Show us what you got." said Kevin

The woman fired a blast at them but Ben, Star and Kevin were saved by a energy shield. The woman was shocked about this. As Ben and Star started to get up.

"Can't I leave you guys alone for two minutes?" asked Gwen

The woman looked over to who was talking and saw Gwen with her hand glowing purple. "Do that again." the woman said.

"No problem." Gwen said as she fired several blast in quick succession.

The woman blocked all the attack with just a wave of her hand. "Incredible." the woman said surprised.

"Just who do you think you are littering my grandpa's cove with your flowers?"

"Flowers that she makes out of energy." said Kevin

Gwen was shocked to hear this. "No way."

Then woman smiled and walked up to Gwen. "Did you say Max was your grandfather?" she asked. Then Gwen nod. The woman then hugged Gwen and said. "Kiddo!"

"Um, he was my grandpa, too." said Ben

The woman looked over to Ben. "Really? Oh, can you project energy like your sister?"

"Cousin. And no."

"Shame." Then woman grabbed Gwen's hand. "Gwendoyln... I'm Verdona. We'll talk again soon." Verdona started to glow and then she disappeared.

"Gwen, I think we just met our grandmother."

Later at Gwen's house Gwen and her dad were in her room.

"Dad, we need to talk." said Gwen

"In your room? I'm honored. When was the last time you let me in here?" asked Gwen's dad

Gwen shut the door. "I've been keeping a big secret from you." said Gwen then she opened a drawer reviling magic books and magic items. "Magic powers."

"So you're what - some kind of wizard in training?" Gwen's dad chuckled. "Come on, Gwen. There's no such thing."

"But there's more. You ready?" Then Gwen's hand started glow purple and she send a beam that went around the room and shut the drawer.

Gwen's dad sat on Gwen's bed. "That's a big secret."

"I met grandma Verdona today."

"I was afraid this day might come, but you never showed any signs of having powers. Your mother and I thought we were in the clear."

"Magic runs in the family? I knew it!"

"Honey, there really is no such thing as magic. Your grandma's an alien."

Gwen was shocked when she heard it and sat on the bed. "Okay, I'm overloading with questions, but first... Guys, I know you're out there." Gwen said knowing that Ben, Star, and Kevin were on the roof of her house. "Come on in."

Then Ben, Star and Kevin entered Gwen's room thru the window.

"Hey, Uncle Frank." said Ben

"Hello, sir. I'm Star Butterfly." said Star

"Uh, how do you do, sir? Kevin Levin." said Kevin

"Who's this - your boyfriend?" asked Frank

"Absolutely not!"

"Daddy, no!" said Gwen with a blush. "So, here's the thing. My grandma, who I never knew, wants something from me, but I don't know what."

"Let's ask her. Your friends aren't the only ones who sneak around eavesdropping on people. Isn't that right, mom?"

There was a glow of purple then Verdona appeared. "You always could tell when I was watching, baby. I had hoped it meant you had the spark... but no such luck." said Verdona. Her hand glowed and they were teleported to down stairs. When they appeared Gwen's mom was startled and dropped a glass on the ground as it shattered.

"Verdona, what a surprise." said Gwen's mom not caring that she was here.

Verdona eyes started to glow and then then glass floated up and was put back together and repaired. She put the glass on the table.

"Whoa." said Gwen surprised what she did.

Verdona removed her hood. "Tea, dear, and something sweet for the kids."

Later as they sit in the living room.

"Been a while, mom." said Frank as he poured some tea.

"I suppose... in human time." said Verdona as she took the tea. "Sweetie, your grandmother is an Anodyte and so are you."

"What's an Anodyte?" asked Gwen

"Anodytes are a race of free spirits with powers that humans can barely comprehend." As Verdona was talking Ben and Star each took a cookie. "Now, we don't often mess in the affairs of just plain folks, but I fell deeply in love with Max Tennyson."

"And ditched him?" asked Kevin as Ben and Star started to eat there cookies. Then Ben hit him with his elbow.

"No. It's just that after the kids were grown and out of the house, I need to reconnect with my Anodyte heritage, and Max was busy saving the universe with the Plumbers."

"Dad thought you didn't know about that." said Frank

"Ben, I thought you said you parents didn't know about the Plumbers or aliens." Star whispered to Ben

"I guess they did but never told me." Ben whispered back to Star

"Yes, he didn't want me to worry. Sweet man." said Verdona as she took a sip of here tea. "We had many good years, but we grew apart. Even a fellow loaded with as much mana as Max is still a physical being."

"What's mana?" asked Ben

"Yeah, what is it?" asked Star

Verdona's pointed her finger at Ben. Then it glowed and what looked like tape came over Ben's and Star's mouth. Both Ben and Star tried to pull the thing off there mouth, but it wouldn't come off. Star even pulled out her wand and tried to blast it of her mouth but there wasn't a scratch on it.

"Your grandpa's fate was big news. It even reached my planet, so I came back here to remember the good times. Who knew there was budding Anodyte among you. Gwendolyn, you'll be amazed at what you can do. Let me teach you to master life energy - that's what mana is." said Verdona then her eyes glowed and the tape was gone from Ben's and Star's mouth.

"Oh." said both Ben and Star

"I do want to learn. Where do we start?" asked Gwen with excitement

"On Anodyne. Stop living this humdrum life. Come home with me and join the real party." said Verdona

"Leave?" Gwen said with surprised "This is all so - wow. This is too huge. Mom? Dad? What do I do?"

"I don't know. It's an opportunity I never had." said Frank

"We always hoped that you would take after my side of the family, but we want you to be happy." said Gwen's mom

"We won't stand in your way, Gwen."

"You won't?" asked Gwen

"Then it's settled. Come on, sweetie." said Verdona. But Gwen didn't answered but she started to ran up the stairs. Then Kevin, Ben and Star fallowed Gwen. "Hmm, such a serious girl." But Gwen's mom just starred at Verdona with an angry look.

Gwen found herself on the roof. Soon Kevin came up on the roof and sat next to Gwen.

"You would go up on the roof. Some of us can't fly, you know." said Kevin

"Dude, be supportive." said Ben as he got on the roof and then sat on the other side of Gwen

"Yeah, you could be a little more nicer." said Star as she got on the roof and sat next to Ben

"This is not how I expected my day to go." said Gwen

"Still, it's pretty cool to find out about your powers, right? Grandma could teach you to do all that stuff she can do. "

"I'd be gone for a long time, I guess."

"Maybe forever." said Kevin

"I've always felt like an outsider, like I'm in the wrong place. But then I think, "oh that's high school for you.""

"We'll miss you if you go." said Ben

"Really?"

"Sure, but we've been recruiting more and more Plumber kids, so we'd still have a pretty powerful team."

"Oh." Gwen said in a depressed tone.

Star then elbowed Ben. "When I was trying to decide whether to use my powers again, you told me it was my choice. That's all I'm saying. Anyway, maybe you owe it to yourself to try turning into a cosmic Manamaster." said Ben

"Maybe."

"It's a once-in-a-lifetime opportunity."

"What are your thoughts Star?"

"I think you should do what you want to do. Your parents want to you to be happy. They gave you a chose after all. That's more then my parents did for me." said Star

"What do you mean, Star?" asked Ben

"You see I never had a chose about coming her to Earth. If I could have chose back then I might have not come here. But if I knew everything I know now. I would have chosen to come to earth."

"Star!" Ben said in shock as he hugged Star and she hugged him back.

"Kevin, what do you think?" Gwen asked looking at Kevin

"Why would you even think about it? I want you around. The whole thing's lame." said Kevin with a little anger in his voice. Gwen then went up to Kevin and kissed him on the cheek. Gwen started to head off the roof. As Kevin kept repeating saying. "Lame! Lame! Lame!"

Down in the living room there was music playing with a disco ball going around with colorful lights on.

"Shag carpet, eh? Ah, they were Max's favorite. Why do the most backward creatures make the best music?" asked Verdona as she danced around the room.

"Don't you ever complain about my Aunt Joyce again." whispered Gwen's mom to Frank

"Cheer up, junior. You didn't have the spark. There was nothing I could teach you."

"You taught me a lot, mom. You and dad both." said Frank

"You know what I mean. I even came back when the grandkids were born, just in case your baby had the spark. But nothing doing. Carl's boy - same thing."

"Mom, if you can give Gwen an opportunity that we can't, we won't hold her back."

Then Gwen started to head down the stairs. "Thanks so much for the offer, but I'll just settle for being a gifted human. I want to stay here with my friends." said Gwen

Verdona stoped dancing and looked at Gwen. Then she snapped her fingers then the music was gone as well as the disco ball and the lights as well. "But you don't even know what you really are. Kiddo, we belong on Anodyne among our kind. Let me show you." said Verdona as her body begon to glow and as it was glowing Ben, Star and Kevin headed back down the stairs. As the glow diapered a purple being with light purple hear floated there. As a skin suit laid on the floor. "See? Just a disguise. This is what it means to be an Anodyte."

"So that's why she looks so good." said Gwen's mom

"Mature Anodytes are pure energy. We draw life from the mana around us."

"You got to admit - that's kind of cool." said Ben

"You're just too young to make up your own mind. Let me help you. I'll destroy your body and free the Anodyte inside. It'll be fun." as Verdiona said that the four got a little shocked. "And you'll be able to think much more clearly."

"Destroy?"

"Her body?" said Kevin

"Destroy my body. You're not serious." said Gwen

"How do you know whether you like something if you don't try it?" said Verdona

"Verdona, she said no." said Ben as Ben, Star and Kevin got in front of Gwen.

"You three want to go again? Okay. But just this once." Verdona said as she blasted them. Making a whole in the wall as Ben, Star and Kevin were send flying out of the house thru the wall. Gwen ran after them. Verona chuckled as she floated out of the wall. "Now, this is what I call a party." Then Verdona fired a blast at them. It made a creator with Gwen who made a shield to protect them form the blast. Gwen walked out of the creator with steps she made. Then shot two energy orbs at Verdona. But she nocked them away with her hair.

Ben, Star and Kevin got out of the creator. "Gwen stay back." said Kevin

"Hit the road, Kevin." said Gwen as she fire a blast at Verdona.

"Huh?" Kevin said confused. Then Gwen nodded to the ground. "Oh." he said as he relived what Gwen was talking about. He touch the ground and absorbed the rock. And started to thru rock from the walk way at Verdona.

Star got out her wand as Ben activated the omnitrix and hit it. "Spidermonkey!" Gwen made a shield to block Verdona from grabbing her. Verdona used her hair to break thru the shield. But Ben shot a web at Gwen and pulled her away. "Check it out. Hands-free."

Then Star started to fire magic blasts at Verdona. "Rainbow pixey punch." said Star as she blasted Verdona as well she was getting hit by rocks that were being thrown by Kevin. After a while Verdona grabbed both Kevin and Star with her hair.

"Why, grandma! What big trouble you have." said Ben as he started to use his web like a sling shot to shot some of Gwen's energy orbs at Verdona. She was sent in to the ground. Ben grabbed both Gwen and Star and started to swing in the tree as both Star and Gwen fired some blasts at Verdona. Ben landed in front of Verdona and Gwen started to kick her.

"She's weakening." said Gwen

Then Verdona flew up into the air and started to dive at Gwen. But Star jumped up and punched her sending her to the ground. Then Ben shot web as he wrapped Verdona up. "Spidermonkey's got it covered."

Kevin started run up to Verdona carrying a huge stone over his head and was about hit Verdona, but stopped. "Dude, I don't know if I could pound your grandma." said Kevin

"That's okay. We're teaching her to mind her mana."

Verdona started to chuckled. "Good one, Ben."

"Was not." said Kevin

Verdona got out of the webs and headed up into the air. Then Verdona started to drain energy from the plaints.

"She's drawing mana from millions of living things around her." said Gwen

"The grass."

"I'm really enjoying this." said Verdona. Then she used her hair and hit the rock down that Kevin is holding pushing him in to the ground. "I should get out more often." Then she wrapped both Ben and Star in the web she was trapped in. Both Ben and Star tried to break the web. "No more tantrums, sweetie. It will all be over in a second." Gwen fired anther but Verdona used her hair to throw it back at Gwen. Then Gwen bounced it back at the garage. Verdona grabbed Gwen with her hair. "One day you'll learn to make a new body... any kind you like."

"Listen to me!" said Gwen. Verdona was shocked and but her down. "I am not going. I love having powers, but I like my life better. I like fighting monsters and saving the world."

"Anodytes help tons of people - scads. You could use your new powers however you want... after you've master them in... 60 or 70 years"

"It's more than that. I like swimming and school and breaking boards with my hands and running and feeling tired afterwards and... kissing boys. I mean, all those good time you had with grandpa..."

"Oh, I was just a kid having my fun. Trust me - grown-up parties are so much better."

"Grandma Verdona, admit -You miss it and you miss Max. That's what brought you here."

"Max should have been like us. He had a spark all his own. An adventurer, troublemaker - he was a lot like your little friend, um... Curtis."

"Kevin." said Kevin correcting Verdona

"Energy beings talking here."

""No. You're an energy being. I'm a girl." said Gwen

"Maybe I've forgotten what that's like. Still, what I'm offering you is better. Think of how many more powers you'll have." Verdona said as she went around Gwen as they went up into the air.

"I like my powers, but I love my friends and my family. I'm not going with you, grandma."

"No. I don't believe you are." Verdona and Gwen landed on the ground. "Well, it's been a wild little shindig." Verdona snapped her fingers and all the damage was repaired.

"How did you do that?"

"You could come with me and find out."

"Yeah... or not."

"Had to try." Verdona picked up Ben, Star and Kevin up with her hair. "Goodbye, all. And, Ben, way to stick up for your cousin. You're all right."

"You, too, grandma." said Ben

"Don't forget to have some fun, kiddo. Grandma's going to drop in now and again to see how you're doing."

"Oh... joy." said Gwen's mom sarcastically

Verdona flew up into the air then left Earth.

Gwen then noticed a flower on the ground where Verdona was. Gwen picked it up. "Come on. I know where this goes."

They went to the pound and put the flower by the tree with Max's and Verdona's names carved into it.


	17. The Gauntlet

In an abandoned building Ben, Star, Kevin and Gwen were fighting a robot. It fired a laser and hit Kevin in the shoulder.

"Are you okay?" asked Ben

"Been better." said Kevin as some of the rock around his body was breaking off.

The robot was firing lasers from it's fingers. Gwen was dodging the blasts by making new steps as they were destroyed by the robot. Then she landed on the ground.

"We're in trouble." said Gwen

"You think?" said Kevin

"How long before you can change?" Star asked Ben

"Still need a few seconds." said Ben as he messed with the omnitrix.

"I'll see what I can do." said Gwen

"I'll help" said Star. "Emerald snake strike." The robot was then wrapped up with snakes. Gwen put up a field around the robot. The robot struggled with the snakes then brook free. Then he hit the wall of the field and destroyed it. Star fired a blast at the robot and it was wrapped in snakes again.

"Ben." said Gwen as she adjusted the field to trap the robot. The robot soon got free of the snakes and broke anther wall of the field.

"We're running out of time here." Star said as she blasted the robot wrapping it with snakes again and Gwen adjusted the field again

"Almost there." said Ben as he continued to mess with the omnitrix.

The robot got free of the snakes again the destroyed the field.

"That's it, Ben!" said Gwen

Kevin absorbed some rock to repair the damage rock. Then he jumped up and punched the robot. He ran up and was about to hit the robot. But the robot grabbed him and began to squeeze.

"Let him go!" Gwen said as she let out a beam that sliced off the robots hand. Then the horn on the robot began to glow red.

"That doesn't look good." said Star

"It's okay. I'm back in business. You know who would be perfect for this?" asked Ben as he looked thru the alien selection.

"The suspense is killing me." said Kevin trying to get out of the robots cut off hand.

Ben hit the omnitrix. "Goop!"

"Ew!" said both Gwen and Kevin

"You know this is cool." Then Ben started to turn into a puddle and then flew thru the air. To the robot as a orb. The robot punched it. Ben reformed back to Goop's original form. "Hey." The robot then squashed him then Ben went thru the robots fingers and started floating in the air. Then the robot started to fire but the blasts all went thru Ben. Then the robot fired a big blast that blasted Ben, Star, Kevin and Gwen out of the building. The robot went out side and hit Ben's disc that was over him away. This made goop into a puddle. The robot stared to repair the lost hand. "That's not going to happen." Ben said as the disc got up and flew over to the puddle and made it go inside the robot. Ben started to expanded destroying the robot form the inside as it exploded sending the goo over. Some even landed on Star, Kevin and Gwen.

"Ben, get off of us." said Gwen

"Sorry." said Ben as he collected all the goo.

"You ought to be." said Kevin

Ben then turned back to normal. Then Star ran over and grabbed his arm. "Well I didn't mind it much." said Star

"Thanks. That was pretty cool, though. Like the old days." said Ben

"Whatever. As long as we took car of this thing for good." said Kevin as he picked up the robots arm and putting it in the trunk of his car.

Later at Mr. Smoothy.

Kevin was whipping down his car. "I swear there's still Tennyson goo on here."

"No, there isn't." said Gwen

At the window the person gave Ben 4 smoothies.

"Nectarine smoothies for everybody." said Ben as he walked back to Star, Kevin and Gwen. Then someone waked the smoothies on to him. "Hey!" Ben said as the smoothies got on him. "I should have said on everybody."

Cash and T.J. laughed about what they did to Ben.

"Whoops. Hey, J.T., look like somebody had an accident." said Cash

"Yeah. Look at that mess, Cash. Need me to get you a sippy cup, Ben? Or maybe a diaper?" said T.J.

Then they both started to laughed again. No one around cared what Cash and T.J. did. Soon Star, Kevin and Gwen walked over, but Ben motion to them not to do anything.

"Okay. You got me. Good one." said Ben

"Well? What are you going to do about it, huh?" said Cash as he pushed Ben getting some of the smooties on his hand. "Egggh!" The crowd laught as Cash whipped it on his pants. "Now look what you made me do!"

Ben went for the omnitrix but then decided not to use it. "You know what? You two aren't even worth it." Cash was confused by what Ben meant. "It's ridiculous. Could you at least try being original, for a change?" Then Ben grabbed some napkins and started to whip of the smoothie off his shirt. "You've been doing the same old bully routine since the second grade, Cash. It's tired. Spilling my drink - seriously? I can't believe I used to be afraid of you. Look around, Cash. We've all grown up. But you're still the same pathetic loser who has to torment others just to feel good about himself. You're just sad." Then Ben walked away to Star, Kevin and Gwen as the crowed cheered. Cash left with an angry look. T.J. soon followed him.

As they left in Kevin's car.

"I'm proud of you, Ben. You could have totally gone alien on that creep." said Gwen

"I would have decked him." said Kevin

"I was about to hit him. Because I know Ben would have done it if someone was doing it to me." said Star

Later that night Cash and J.T. were walking down the sidewalk.

"Man, he got you good, Cash. You should have seen the look on your face when - when he said -" said J.T.

Then Cash looked back at J.T. "Nobody does that to me, J.T. - ever! Tennyson is gonna pay. I'll get him back. Then everybody will be laughing at him!" Cash said in an angry tone

J.T. looked around then saw something. "Hey. It's Kevin's car."

"Yeah? So?"

"So, if it was me, I'd go trash it. Leave Ben for later. You mess up Kevin's car, and everybody will know you're bad - the baddest in town. They'll be talking about it for years."

Cash thought about it then they started to push Kevin car. Ben, Star, Kevin and Gwen were in the restraint eating. Cash and J.T. got Kevin's car to the edge and then Cash kicked it off. The car started to roll down the hill until it hit a stump making stuff fly out of the trunk. The cars alarm started to go off.

"Dude, that's hard-core." said J.T.

"Come on." said Cash as they went down to the car. Cash kicked the car and the alarm shut off.

"Look at all this weir stuff. You think we could sell it?"

"Hey." shouted Kevin on top of the hill. "What did you do to my car?!" Then Kevin, Ben, Star and Gwen started to run down the hill.

"Grab something." said Cash as he started to run away. T.J. grabbed a hand and started to run.

Kevin stopped where the car was.

"Kevin." said Gwen seeing Kevin was upset.

"They won't get far." said Ben as he activated the omnitrix.

"Ben don't." said Star as he grabbed his arm before he hit the omnitrix.

"I can fly after them. I'll find them."

"Then what - give up your secret? Like you said they are not worth it. Besides, they can't hide forever."

"Your right Star."

At a warehouse.

"All that cool stuff, and you grab an arm.?" asked Cash as he put it on the table.

"Well, I think it's pretty cool. Kinda like a glove. Look." said J.T. as he put on the arm. "Behold the awesomeness of my mighty robot arm!" Then he made some gunfire sounds. Then a blast came out of the arm. "Aaah!" They set up some bottles and J.T. fire a blast hitting a bottle "Whoo-hoo-hoo!"

"Alright!" Then T.J. then fired at the rest of the bottles. "Give it!"

"I found it!"

So?" Cash said as he took it of J.T.

"So it's my turn."

"It ain't finders keepers, J.T." Cash put on the arm on. "It's mine." Then he fired a blast and started to laughing maniacally as he kept firing.

"Cash... you okay?"

"Oh, yeah. This will scare the juice out of Tennyson. Last time he'll ever talk smack to me."

J.T. chuckled. "That'd be hilarious." Then J.T. looked at Cash. "You're not joking."

Later when Cash was laying down. J.T. sneaked up on Cash but he woke up with red eyes. Then J.T. fell.

"I said, it's mine."

The next day at Kevin's garage. Kevin was working on his car and Gwen was taking a nap on a chair.

"Can't believe those guys touched my car. Pushed it down a hill. Ohhhh." muttered Kevin to himself.

Then Ben and Star entered the garage. With Ben holding two drinks.

"You've been here all night?" asked Ben

"And I'm not leaving until my ride is cherry." said Kevin

"Want some help?"

"You want to help me? Go away."

"Fine by me."

Then Ben put the two drinks down on a table and started to leave. But Star picked up one of the drinks. "No juice for you!" said Star as the two left the garage as Gwen woke up.

Kevin grabbed the drink they left and started to drink some. "I'm sorry about your car, Kevin, but you don't have to be such a jerk to Ben." said Gwen as she got up and walked near him.

"Ugh. I got some kind of fruit bone in it." said Kevin. Then Gwen took the drink away from Kevin. "Yeah. Okay, I'll go get him." Kevin was leaving the garage as J.T. ran to it.

"Where's Ben? I got to warn him. Something's wrong with Cash." said J.T.

"The guy who messed with my car? And weren't you with him?"

"I-I-it was his idea - really."

"Uh-huh." said Gwen

"Cash is looking for Ben - says he's gonna teach him a lesson."

"I wouldn't worry about Ben. I'd worry about your friend. Where is he?" asked Kevin in an angry tone

"At - at the old mannequin factory downtown. We hang there sometimes. Okay - all the time."

"Got it." Kevin said as he started to head there.

"Kevin, don't do anything stupid." said Gwen trying to stop him. But it failed. "Waste of breath. What happened to you, J.T.? Back in first grade, you and Ben used to eat past together. You were nice. Then you started hanging with Cash."

"Cash isn't so bad. I make him laugh. And he always has my back." said J.T.

"Both of you act like total jerks."

"Cash is Cash. What do you want from me?"

"Seems to me you have a lot of influence over him."

"Enough so I get to watch him beat people up instead of getting beat up myself."

"Sounds like the basis of a great friendship."

"I..."

"Why are you still here, anyway? If Cash is such a good guy, why don't you go hang out with him?"

"Look, I just wanted to warn Ben."

"Don't. It's not like when we were little. Ben can take care of himself."

"Well what about me? Cash is seriously bent. I mean, something's wrong. And if he finds out I told -."

"Nothing will happen to you, J.T.."

At the old mannequin factory.

"Knock, knock." said Kevin as he knocked the door in. "Don't bother hiding. Your weasel friend already told me you were here."

"Levin, I don't have any beef with you." said Cash from the shadows.

"That's where we differ. You trashed my car." Cash came out of the shadows and his right arm looked like the robots they fought before. "Okay. That's a surprised."

"Pretty cool, huh? I can also do this." Cash said as he fired a laser at the wall. "You were just about to leave, right?"

"No. This is good. This is really good." Kevin said as he absorbed the stone pillar.

"What are you talking about?"

"See, now that you're all jacked up, I don't have to hold back." Kevin then jumped up and hit the ground sending a shock wave. Cash jumped as Kevin thru a table at him. Cash kicked it destroying the table.

"That didn't even hurt."

"Yeah? How about this?" Then Kevin ran up and tried to hit him. Cash blocked and dodge some of the attack. Then Cash grabbed his arm and punched him across the room making him hit into the wall.

"No way!"

Kevin went underground and uppercut Cash. Kevin was about to hit Cash. When he blasted Kevin into the ceiling and fell thru the floor and landed in the basement. Then Cash then started to blasted Kevin when he was down. Then Kevin rolled out of the way and dodge his blasts. Kevin crawled and started to absorbed some metal. Cash saw Kevin was doing this and jumped down and started to blast Kevin before he could finish absorbing the metal. "Tack your best shot." said Kevin still down on the ground. Cash then blasted Kevin back up to where they were before. "Okay. That was pretty good."

"Guess this means you're not the coolest kid in town anymore, Levin."

"And you are? Not on your best day."

"You don't have to worry, Levin. This isn't about you. Ben Tennyson - that's who this is about. You tell him - 3:00, Mr. Smoothy parking lot. If he doesn't show, I'm coming for him." Then Cash left.

At Mr. Smoothy both Ben and Star were having a smoothie.

"There you are! I've been looking everywhere for -" said Gwen as she came up to Ben and Star. "How many of those things did you two have today?"

I only had 3." said Star. Then Ben looked at Star. "Okay, 5." Ben still looked at her. "20. What we don't have smoothies on Mewni and this corn smoothie is soooo good." Star said then she continued to drink her smoothie.

"And for me. Let me put it this way - enough to know carrot and chocolate aren't two great tastes that taste great toge-" Ben stop as he noticed J.T.

"Hey." said J.T.

"Why is he here?"

"He came to warn you.." said Gwen

"It's Cash." said J.T.

"I wasn't worried at first, but Kevin went after him hours ago."

"You're worried about Kevin? Kevin's going to destroy him." said Ben

"That's for sure." agreed Star

"Kevin's not like that. He's changed." Said Gwen and Ben and Star stared at her. "A little." They continued to look at Gwen. "Okay, maybe this is bad. We should go."

"I'll show you. We're not far." said J.T. As they left Ben and Star thru away their smoothies.

They soon found themselves at the old mannequin factory.

"It's all messed up, Like there was a fight." said Gwen

"It's abandoned. It probably always looked like this." said Ben

"These holes in the wall are new, but the garbage has been there forever. And there, by the loading dock -" J.T. stopped talking when he saw Ben, Star and Gwen and ran to join them.

They entered the building.

"Kevin?" called out Ben

They saw Kevin seating with his back against the wall.

"That doesn't look good." said Star as they ran up to Kevin.

"Ugh. Bet you're loving this." said Kevin

"Kevin, what happened? Are you hurt?" asked Gwen

"Mm. Not as bad as it looks."

"Hold on a minute. Cash did this to you?" asked Ben. Then after a second both Ben and Star laughed for little bit and then stopped.

"Sorry that was to funny." said Star

"Yeah, we're stopping now."

"He must have got a hold of some alien tech. He kind of looks like that robot we fought yesterday." said Kevin

"J.T., is there anything you forgot to tell us?" Gwen asked J.T.

"Uh... maybe. When we -I mean, Cash trashed your car and all that stuff fell out, we grabbed something - a big metal glove. It shoots lasers. I tried to get it back, but he wouldn't give it up. It's like it possessed him. I'm telling you - he's not himself." said J.T.

"He called you out, bro - 3:00, the Mr. Smoothy." said Kevin

"Okay. This is gonns end - now."

Kevin coughed. "More like in 15 minutes." said Kevin

Ben looked at the omnitrix. "Doesn't tell time."

"Go. I'll be okay."

Then Ben and Star started to head to Mr. Smoothy.

"I'll come back for you after." said Gwen as she ran off as well.

"Wait up!" said J.T. as he decided to come with them.

At Mr. Smoothy.

There was an explosion. Then Cash showed him self he almost looked like for the robot from yesterday except he still had his head. All the people started to run away.

"You all thought I was so funny. Who's laughing no?!" said Cash as the people ran away in fear.

"Hey!" said Ben to get Cash's attention. Cash turned around and saw Ben walking his way and Star stayed back. "What is your problem?"

"You're my problem, Tennyson. But now I've got power, and no one can stop me - not even your friend Kevin. That's right. I kicked Kevin Levin's butt. And you're next, Tennyson."

"I'm not going to fight you, Cash."

"Well then, I will just kick your butt and take your girl, Star."

"Hey!" said Star with some anger.

"Star is no prize." said Ben

"Then you better fight." said Cash as he was about to blast Ben.

"Cash!" said J.T. as he and Gwen got there. "look, this is messed up. We were supposed to be having fun. This ain't you, man."

"You ratted me out!" Cash fired a blast at J.T. but Gwen blocked it with a shield.

"Nice friend you got there." said Gwen

Cash was about to attack J.T. but Ben turned into Chromastone and tackled Cash.

"Cash, listen to me. You don't want to do this." said Ben. Then Cash fired a blast at Ben it refracted and hit the Mr. Smoothy sign. He fired again but this time Ben absorbed it and fired a blast more powerful and fired it at Cash ending he to the ground. "You can't beat me, Cash."

"You think just because you're some kind of freak, I'm gonna stop? I'm never gonna stop - ever!" said Cash. Then he hit Ben sending him to the ground. Cash then grabbed Ben by the leg and started to toss him around hitting him into stuff. Soon he tossed Ben into a truck. Ben then got up and waged his finger. Cash then charged at Ben. They grabbed a hold of each others hand and tried to push each other.

"Why are you doing this? Why me?

"Why... not?"

"I'll show you why not." Then Ben started to over power Cash as he pushed him to his knees. "It doesn't have to be like this way, Cash. Neither of us wins anything by fighting. Just stop!"

"I can't."

"Yeah, you can." said J.T.

"No. The machine wants to fight." Then a helmet appeared on Cash's head and the damage Ben did was repaired. "Look - it's fixing itself already."

"The Cash I know isn't gonna let a pile of scrap metal tell him what to do. You're the toughest kid in school. Fight it!"

"How?"

"That thing doesn't control you - you control it."

"Maybe." Then Cash started to glow. Then Cash started to return to normal. "Get... off... me!" Then J.T. came over and took off the arm and thru it on the ground. Ben turned back to normal.

"Thanks." J.T. said to Gwen. "You too. We should get together sometime and eat past." Ben and Star were confused of what J.T. said "Come on, Cash. Let's go." Then J.T. and Cash left.

"I feel like I'm forgetting something." said Gwen

"You did. We have to lock that robot glove up someplace where it can't take control of anyone else." said Ben

"True. But that's not it."

"You forgot you were going to buy me a smoothy?" asked Star

"I think you had enough for today." said Ben

Later that night at the old mannequin factory.

"Hello? Anybody? Hello?" shouted Kevin still there waiting for someone.

AN.

Just to let you know I updated the chapter Sleep Spell with some new star vs the forces of evil lore I just found out


	18. Royal Pain

At Ben's house. Both Ben and Star were getting ready to leave.

"Okay, Star ready to go out on our date?" asked Ben

"Yes, and hopefully this time we don't get attack like our first date." said Star Then the door bell ringed. "I'll get it." Star opened the door and someone blow a horn as Star's dad River was at the door. "Hi Dad. Dad!"

"Hello, Star." said River

"What a surprised. What brings you here unexpectedly?" Star said in a nervous tone.

"Well I was in the neighborhood and... Who am I kidding. Your mother has banished me from the castle."

"What did you do this time?"

"Nothing! I might have left a garment or two laying around. So I thought perhaps I could stay here for a day while this blows over."

"Well me and Ben will go check to she if his parents are alright with you staying here."

"Good idea."

Then Ben and Star went up stairs. Ben called his parents and they said it was alright for River to stay there for the night because back home till tomorrow night.

"Well my parents says it okay." said Ben

"Okay, Ben. Just so you know I didn't tell my dad we are dating." said Star

"Really?"

"Yeah, my parents don't know I'm dating. I just don't want them to freak out over who I'm dating."

"Well I didn't tell my parents for different reasons."

"But why I get my parents but yours seem more open and understanding."

"Think about it Star we live in the same house and we are under 18."

"Yeah, so?"

"Star, think! Do you know how babies are made?"

"Oh, yeah! Now I understand." Star said realizing what Ben meant.

"Yeah, if I told my parents they might want to keep a closer eye on us."

"I only want to get that serious. When I get married."

"Same here!"

"Then lets agree only to get that serious once or if we get married."

"Of course."

Ben and Star went down stairs were River was.

"Well my parents say you can stay the night." said Ben

"Splendid!" said River

Well, we will see you later dad." said Star

Wait a minuet! Are you two going on a date?"

What! No! We are just going to hang out and have some fun. Right, Ben." Star said a little nervous.

"Right!" said Ben

"Then you don't mind if I join you." said River

"You can't!" said Star

"So, this is a date."

"No! It's just that... people around here never ware those types of cloths."

"Okay, I see. I will just change then." River left the room to change into some different clothes.

"Sorry about my dad. It looks like our date is canceled."

"It's okay, Star. We will just have our date a different day."

Soon River came out wearing different cloths to fit in.

"So where are we are we going?" asked River

Then soon got to Mr. Smoothy.

"Mr. Smoothy?" questioned River

"It's a great hang out. We go here a lot." said Star

Then Ben came over with the smoothies and passed them out. River grabbed his smoothy and took a sip. "Wow! this is good." Then he started to gulp it down.

"Dad, I think you should slow down."

"AAAAAHHHHHHHH!" River screamed in pain

"I tried to warn you."

"Warn me about what?"

"You just got brainfreeze."

"Brainfreeze?"

"It happens when you drink something cold really fast."

"Well even with the brainfreeze, I still think these smoothies are great. So what's next?"

They soon found themselves at the golf course.

"Ben taught me how to play this you are going to love it." Star said as they walked up to the first hole. "The goal is to knock this ball into the hole."

"What fun." said River as he hold the club upside down. As he was about to hit the ball.

"Dad, you're holding your club upside down."

"This is a club." Then River dropped the club. "There's one thing we got better on Mewni." As he pulled out a stick with a ram head carved into it. When Star saw it she pulled out her wand and blast it witch changed it into a normal golf club. "Star!" Rivers said as he noticed his club had changed.

"Sorry, dad but you have to keep a low key."

"Fine! What's that?" River asked as he saw a castle.

"That's the candy castle. The next hole."

"Lord Salivary of weedler elf clan. You sly dog." River started to run towards it but Star and Ben held him back.

"Dad! Stop!"

"Star's dad it not a real castle it's a golf hole." said Ben

They hold him back till River started to clam down. Then they started played golf like normal.

Then later that night when they were sleeping. When Star pulled up her covers and smelled something she woke up and saw his fathers underpants. Star then screamed and fell out of bed.

"Gross. Gross. Gross. Gross." Star said as she wiped her hand on her pajamas. Star then heard something from downstairs. Star walked down the stairs and saw her dad walking around. "Dad, what are you doing? Its the middle of the night?"

"The perfect time for a tussle. I'm just looking for something to hit."

"Dad go to bed!" Star then went up the stairs and back to her bed.

Then next morning.

Ben and Star were eating breakfast.

"It was loud last night." said Ben

"That was my dad, Ben." said Star still a little sleepy. "At lest he is leaving today."

Then River appeared in the window. "Hello, Star!" said River as he came in thru the window

"What are you doing?"

"I'm hanging lights for the party."

"What party?"

"Oh, I forgot to tell you. I'm having a great time here. I decided to stay. Is that great?"

"What!"

"And to celebrate, I'm invited some friends to check out the place." Then the door bell rang. "They are here."

Soon the house was full of creators parting.

"Dad I need to talk to you." said Star then a big sun like creator entered the house.

"Who invited Helios? That guys the worst." said River

"Gross, now he got his ear pierced." said king pony head.

"There he goes eating all the appetizers. He ruins every party and is completely oblivious about it."

"I know someone like that as well." said Star

"Look people are going into orbit around him."

"So why don't you just kick him out. Along with everyone else."

"There is no way I'm talking to that guy." River said as he walked away.

Star walked up to Helios as he was eating. "Excise me, but you have overstayed your welcome and have to go."

Helios swallowed what he was eating. "Well you want to know something? I might be filled with hydrogen, but your filled with annoy-ogen. You just got burned by the sun."

Star then walked to Ben. "I'm sorry my dad is wrecking your house." said Star in a depressed tone

"It's okay, Star. Let's just focus on stopping the party." said Ben

"I'm still hungry, but there is no more food. I guess I will have to eat the whole planet."

"That's not good. We have to stop him from eating the planet first." said Ben

"I got it." said Star as she firing a blast of water from her wand at Helios. It stopped Helios, but it got all over the floor. Because of the water the guests started to leave.

River looked at what he did to Ben's house. "I really made a mess of things." said River then he picked up Helios. He walked over to Star and Ben. "Sweetheart! I perhaps got a little carried away. And I might have been inconsiderate. I guess that's why you're mother threw me out in the first place. I'm sorry."

"Just promise me you'll patch things up with mom."

"Definitely!"

Then Star and River hugged. "Hugs!" said them both

"So what are we going to do with Helios?" asked Ben

"After party! Where are we going to go?" asked Helios

"I have no idea. But I will give you a ride." River said as he pulled out his club and hit I'm thru a hole made by dimensional scissors. "I will send my top serfs to make everything like it was before. Farwell!" Then River opened a portal with his dimensional scissors and went thru.

"Bye, dad." said Star

"Bye." said Ben

"Well it looks like we took care of two birds with one stone."

"Yeah! So Star you want to try that date again?"

"Of course."

Then both Ben and Star left the house as the people River sent over fixed the house like it was before.


	19. Paradox

In the desert Ben, Star, Kevin and Gwen were driving in Kevin's car.

"You two didn't need to come. Gwen and I could've handled this alone. It's nothing, really." said Kevin

"Doesn't sound like nothing. Weird noises, unearthly lights, rumors of weird creatures out here?" said Ben as they left the car.

"Or maybe Kevin wanted to go on a date with Gwen but wanted to make an excuse to say it wasn't a date." said Star

"Granted, the dudes I heard it from aren't totally reliable. But it wasn't a date with Gwen." said Kevin

"Isn't this, like, a big bad-boy thing to do - come out here to the ghost town to drag-race?" asked Gwen

"How should I know? I just know them from auto shop."

"Then why is your name on the wall?" asked Star as she, Ben and Gwen saw Kevin's name on the wall there.

"T-T-that must be a different Kevin."

"Right! Grandpa Max said Los Soledad used to be a big military base back in the '50s. Some kind of research facility." said Ben

"Yeah! Must've been some pretty serious research. Check out these walls. 50 years later and there's still no way in."

"Except those two holes over there." Star pointed out.

"What! No way. These weren't here." Kevin said as they noticed the two holes in the wall.

They drove inside and then stopped and got out of the car.

"Did anyone notice some of them are vaguely person?" asked Gwen

"Weird. Maybe something - I don't know - burned through the wall." said Ben

"Like what?" asked Kevin

"The same thing that burned these weird trails everywhere."

"Look." said Star

"This is a bird." Ben said as they saw the bird skeleton. "And these are lizard bones. They're fossilized."

"And they're not the only thing." said Gwen noticing the phone booth. "It's like someone turned this slate into sand just by standing on it."

"He was probably on hold." said Kevin

"The trail goes to the police station, then to those - I guess they're apartments." said Ben

"Just to review, someone stood here a million years ago and then walked to those buildings that were built 50 years ago?" asked Kevin

"You are not helping. These could be signs of serious DNAlien activity, and it's up to us -."

"I don't think DNAliens are doing this. Because I don't think that's a DNAlien." said Star pointing to a blue creator moving towards them.

"Finally something worth the gas." said Kevin absorbing the stone sidewalk. Star got her wand out and Gwen's hands started to glow. And Ben activated the omnitrix and hit it.

"Chromastone!" They charged but the creator moved out of the wall and touched a building. They chased the creator. Then the building started to fall at them. "Look out!" They jumped out of the way. "It's gone." Then Ben turned back to normal.

"At least the building it destroyed wasn't the library." said Gwen

Kevin then loosed the stone on him. "You really love books." said Kevin

"She's saying we have to research, find out what that thing is. All we know so far is that it's looking for something here on the base." said Ben

They soon found themselves at the library.

"These films are really corroded, but look like this base was built for some kind of time experiment called project Paradox." said Gwen

"Who wouldn't pick the desert outside Bellwood to do top-secret research?" asked Kevin

"They built it here because of the huge quartz deposits." said Ben

"Quartz?" questioned Star

"Maybe they were trying to build the world's biggest wristwatch." said Kevin trying to make a joke but no one laughed.

"He's name's been censored. Whoever he was, his paradox theory was the basis of some kind of experimental tunnel through time."

They soon got to the lab were he worked on the experiment.

"Look like my place after that big party I threw last weekend." said Kevin

Thing in the room looked like they were stretched out. Then Gwen noticed a mark on the floor. "Look. That thing has been here, too." said Gwen

"Only one trail. It either came in here and vanished..." said Ben

"Or it was born here."

Then there was a loud sound. Kevin absorbed the rock floor. Ben activated the omnitrix and hit it. "Swampfire!" Ben walked around were the sound was and grabbed someone. "Got you."

""Swampfire." That takes me back. Or is it forward? It's so hard to tell, Ben. Have we met?" asked the man in a lab coat.

"How do you know my name?"

"Have we met yet, I suppose the question was."

"Hey, it's that dork from the, paradox guy." said Kevin

"You haven't changed at all in 50 years." said Gwen

"Oh, considerably more than that. Gumball?" asked the man as he hold a bag of gumballs.

"No, thanks. Who are you?" asked Ben

"Yeah, What's your name?" asked Star

"You just read my file. I was rather hoping you could tell me. It slipped my mind several hundred years ago." said the man

"Did he just say "several hundred years"?" asked Kevin

Ben looked back and saw the man disappeared. "Hey."

The man reappeared a the door. "By the way, you didn't happen to see a space-time anomaly around here, did you - about ye big, incredibly destructive, virtually unstoppable? No, I must've been thinking of another moment. Ta-ta!" said the man then he left the room.

Kevin ran after him and he disappeared again. "Where'd he..." said Kevin confused.

Gwen looked out a window and saw him. "He's out there."

"He's obviously connected to that creature. We need to talk to him." said Ben

"Oh, yeah, we'll talk." said Kevin then he ran thru the wall destroying it. "Right after the pounding!" The man walked behind a pole and disappeared. "Huh?"

Then he reappeared in the house near Kevin and shut the door. Kevin noticed where he was and destroyed the door and wreaked the place.

The man appeared outside the house. "Was I in there?" He started to run. Ben, Star, Kevin and Gwen started to chase after him. By destroying a building. The man appeared behind them. "That was public property, you know." They looke back and saw him.

"How dose he move so fast?" asked Ben

"You mean, how do I move so quickly?" the man said now across the street. "It's called "walking."" Then he appeared right next to them. "Strolling, really."

"Kevin grabbed him. "That's better."

"Easy on the jacket. It's 1200 years old. Anyway, thanks."

""Thanks"? For what?" asked Ben

"Well, I had a feeling if we made a loud enough racket, he'd show up."

"Finally something we can hit." said Kevin

"Oh, I really don't think that's a good idea."

"Those trails. They're not burn marks. They're... age. The creature accelerates time." said Gwen

Kevin then started to run at the creature.

"Very good." said the man

"Not so fast, ugly!" said Kevin as he tried to punched it but once he touched it he started to age. The man ran after the creature and Gwen, Star and Ben ran to Kevin.

"Kevin!" said Ben as he turned him over.

"Kevin!" said Gwen

Ben turned back to normal. "Just touching that thing aged him 60, 80 years." said Ben

"Okay, lets not touch that thing anymore." said Star. As Ben picked up Kevin.

"What are you doing. Get your hands off me." said Kevin as he made Ben to let him go.

"Come on, Kevin, we're gonna get you some help." said Gwen

"What do you mean, "help"? I'm gonna kick that thing's keister!" Kevin left his foot up. "Oy!"

"Are you okay?"

"My back is killing me. My legs ache. And what's up with these shoes? Is it too much to ask for a little support?"

"He's like a real irritable, Short-tempered, crotchety old man."

"Why are you whispering?!"

"In other words, aside from the male-pattern baldness, he's pretty much the same as always." said Ben

"That's no surprised." said Star

"I'll take those." Ben said as he took Kevin's keys soon after he took them out and tried to stick them into something.

"What do you think you're doing?" asked Kevin

"Driving."

"Don't even think about it. You don't have a license."

"Grandpa Max taught me, and it's an emergency. You're nearsighted, arthritic, your reflex are shot, and you're trying to unlock a cactus."

They got into Kevin's car with Ben in the drivers seat, Star siting in the front seat and Gwen and Kevin in the back.

"You should've gone out with ,e when I was young and handsome." Kevin said to Gwen

"You were too immature." said Gwen

"What about now?"

"Too old."

Ben put it in reverse and then hit some trash cans. "Whoops!" said Ben

"It's not a bumper car!" said Kevin

Then the creature came thru a building.

"Back up, back up, back up!" said Star

Ben started to drive backwards. Gwen saw a building get a whole. "Ben, on the right!" said Gwen

Ben saw the creature in the rear view mirror. Ben made a maneuver to get away from the creature and with it he started to drive forward. Ben drove as fast a he can. Then soon the creature caught up and touched the car. Then the car started to age the paint started to rust and the glass cracked over the car.

"No! No! Not the car! Not the car!" said Kevin

"Hang on." said Ben as he headed for the ramp. Ben hit the ram and jumped up on the roof of a building. They left the car.

"You are never driving my card again!" said Kevin then the car broke down.

"True."

"Where have you been? You were supposed to get here six seconds ago. Or is this thing running fast?" said the man

"Who are you, anyway?" asked Ben

"What are you doing here?" asked Star

"What is that creature?" asked Gwen

"Can you fix my car?" asked Kevin

"There's something different about you. Is it your hair?" said the man

"Yeah, I'm parting it down the middle now, and I also got real old!"

"Don't talk to me about old. I walk in eternity."

"Well, you better start running in eternity, smart guy!"

"Hmm. You might slow us down. I need to fix that. We'll come back right over there." the man said as he pointed to a point. Then 3 seconds later He and Kevin who was back to normal appeared there.

"Kevin!" said Gwen as she ran to him. Ben and Star were surprised that Kevin disappeared. "I can't believe it. You're good as new." Gwen said as she hugged Kevin.

"Well, my back still hurts a little. If I could just lean on you..." said Kevin. Then Gwen lightly pushed him away. "All right, professor, if you wouldn't mind fixing my car."

"How exactly do you expect me to do that? I'm a time traveler, not a body shop. Regressing a car would break all the chronal laws of space-time and -" said the man

"Okay! Enough! I want answers - now." said Ben

"Yeah, we want answers." said Star

"Same old Ben Tennyson and Star Butterfly. You two are more like yourselves now that you were in the future, which, for obvious reasons, I can't really tell you about." said the man

"You want me to hurt him?" said Kevin

"What can you tell us, Mister... Paradox?" asked Gwen

"Paradox. Oh, yes, that'll do. That'll do very nicely. I'll tell you my story in a way you can understand - with a beginning, middle and end. We'll start in the middle. Los Soledad was built entirely because of my ingenious theory - a time tunnel utilizing the properties I discovered in quartz crystals which would allow us access to past and future events." said Paradox

"Yeah, well, for a genius, looks like you blew it." said Kevin

"You don't know the half of it. Some tiny miscalculation on my part destabilized the experiment and ripped a hole in the fabric of reality. I was hurled into the event horizon. I must've spent 100,000 years there. I didn't age or need to sleep or eat. Just exist."

Kevin chuckled. "Sound pretty boring."

"At first I went mad, of course, but after a few millennia, I got bord with that, too, and went sane - very sane. I began to learn. I now have total understanding of the space-time continuum, allowing me to travel anywhere and anywhen I want, within reason."

"So, where's your time machine?"

"He doesn't have a time machine. He has a map in his head." said Ben

"Exactly. I know where all the shortcuts are. I've spent dozen lifetimes crisscrossing the time stream, making it a better place." said Paradox

"And how does that pay?" asked Kevin

"At the moment, not even in job satisfaction." Then they were teleported to a room with a chalkboard. Ben, Star, Kevin and Gwen were shocked for a second. "You see I recently discovered that some kind of extradimensional creature is going to wreak havoc across the universe."

"So? Way you talk, you take on monsters like this all the time." said Ben

"Yeah, why is this one so bad?" asked Star

"Because unlike the thousands of foes I faced before, this extradimensional creature came into our plane of reality the moment my experiment went awry." said Paradox

"Oh. So, just to be clear, it's your fault." said Kevin

"This creature hasn't been lurking around for 50 years. We would know about it." said Gwen

"Time is like a river. It moves, flows, and bends. 50 years ago, I accidentally set of a depth charge in that river. The creature I released was blast 50 years through time to your present, doing this to your future." said Paradox as he was drawing on the chalkboard.

"But all it's doing is messing up an old army base. Why is that a problem at all? Why not just leave it alone?"

"That's a better question for the man on the moon."

"What?" asked Star

"Who's the man on the moon?" asked Ben

"I am." said Paradox as the were teleported to the moon.

"We're on the moon."

"No, we're on the moon in your distant future."

"What?! How are we not suffocating?" asked Kevin

"Good question. Not remotely the point, though. Imagine what the earth would look like in 200 years, say, with that time monster wandering all over it, aging everything that crossed its path to dust. For those of you with no imagination, the Earth is up there."

They looked up and saw the planet was all brown and black. "You brought us to the worst possible version of the future." said Ben

"No. should I fail to stop that creature, this is your best possible future. Not a pretty sight, is it?" Then Paradox noticed someone. "What are you doing here?"

"I'm allowing myself to feel the full impact of my failure." said the man that looked liked Paradox

"Okay. Who's he?" asked Kevin

"He's a parallel Paradox." said Ben

"Young Ben has an innate sense of transtemporal metaphysics, which will serve him well in his future - or should I say "past."" said the parallel Paradox

"And I drive good, too."

"We can breathe on the moon in the future, but you can't fix my car?" asked Kevin

"What should I do?" asked Paradox

"Well, obviously not what I did. But whatever you do, you better do it quickly. Time is running out." said the parallel Paradox

Then the four returned to Los Soledad in the present.

"Why come back here? Why don't we travel back in time and stop the time experiment from ever happening?" asked Gwen

"Isn't just like an energy being to think outside temporal conventions?" said Paradox

"I'm not an energy -"

"The experiment that releases the creature also unsticks me in time, and that must happen because in all modesty..."

"You saved the world dozens of times." said Ben

"Hundreds, actually. In fact, on one occasion, you, me and Star work together to save the entire univ- never mind. It should be here any -" Then there was a loud nose. "You can set your watch by it."

Ben activated the omnitrix and hit it. "Jetray!" Ben flew up as the a building fell down. Then fired a laser at the creature but it did nothing. Paradox took out some gumball and thru them and the creature stopped. Ben landed. "It hit it? Doesn't everything age into oblivion as soon as they touch it?

"Gumballs last a really long time. Look under your desk at school. Now get back!"

Ben flew up into the air and Star was about to attack it when Paradox jumped in the way. "Won't that thing turn you into dust!" said Star

"I exist outside of time. Well, I can still feel the eons passing."

Ben flew back down and turned back to normal. "Paradox, take us back to the accident - now." said Ben

"But I told you!"

"Just do it!"

Then they were taken back 50 years.

"Star, Kevin, Gwen - the lab. Quick!" said Ben as Star, Kevin and Gwen ran of to the lab. "You just keep that thing occupied." Then Ben ran off.

"K-keep it occupied? I'm a time-traveling hero. I don't keep things occupied." said Paradox

Ben, Star, Kevin and Gwen sneaked into the lab.

"Sure this thing is gonna work? Your time machine has cost the U.S. Government a pretty penny, doctor." said the general

"As to cost, I think the alleviation of untold human suffering throughout history is ample justification, General." said the past Paradox

"Why would it use the phone?" asked Ben

"What?" asked Star

"The creature. It tried to use the pay phone. Then it went to the police station, then the dorms. It didn't act like some unfathomable trasndimensional creature. It did everything a normal person would do..."

"If they suddenly found themselves in an abandoned military base." said Gwen

The time machine started to turn on. They noticed the lab assistant bumped back into something and something started to explode.

"Look there. The assistant." said Ben

Then things started to get sucked in including Paradox. The assistant was about to then Ben tried to reach for him.

"Ben, don't. You'll get sucked in along with him!" said Star

"I need to put on a little weight." said Ben as he activated the omnitrix and hit it. "Humongousaur!" Ben then grabbed the assistant befor he was sent into the vortex. "Trust me. This beats the alternative." Then Ben pulled him in. Then Star and Gwen fired blast to destroy the machine.

With Paradox.

Paradox was hanging on to the creature as it was running around. Then it stopped and he was holding he assistant. "Hugo! Of course. If it were a snack, it would've bit me." said Paradox. Then Ben, Star, Kevin and Gwen meet up with him. "But don't look so smug. I would've figured it out eventually."

"You had 100,000 years!" said Ben as they were transported back to there time.

"Well, I have to admit it. I'm impressed. All those centuries trapped in the Event Horizon, and it never occurred to me that the accident wasn't my fault. You're much smarter than you were when I met you later."

"Thanks.. I guess."

"So, what happened to your assistant?" asked Star

"I lived my life." said Hugo as he walked up to them.

"Hugo! How are you?" said Paradox as he walked up to him and shuck his hand.

"Well, you look the same, and I haven't seen you in 50 years."

"Well, I haven't Seen you in 100,000 years, but you don't look that bad. How was your life?"

"Good, a good life. But I'm - I'm sorry about the experiment. I ruined everything. I never got to time-travel."

"Would you still like to?"

"Yes. I'm not afraid anymore."

"Glad to hear it. How about I give you a behind-the-scenes look at eternity?" Paradox then made a portal that him and Hugo went into.

"At lest he's got company now." said Gwen

"Oh, and thanks for stranding us out here in the middle of nowhere!" said Kevin

Not really I still have the dimensional scissors. So we can be home soon." said Star but as they walked around the corner. They saw Kevin's car fixed.

"Oh, ho, ho, ho! Stoked!" said Kevin as he ran to the car.

"It looks like new." said Gwen

"It doesn't just look like new. It is new. It's factory-new from 30 years ago. Paradox, I take back everything I was about to say about you."

Ben then noticed a note on the car and picked it up and started to read it out loud. "Kevin, try to keep in mind that is this car comes into contact with anything else from 1976, it will explode like antimatter. Enjoy! Paradox."

"He's kidding, right? That's some kind of time-travel joke, right?" asked Kevin as he drove them away. "Isn't it... guys?"

But no one said a thing.


	20. Be-Knighted

In a castle at night.

"The Forever Knights have existed 1,000 years without a single goal. And tonight we stand on the brink of triumph!" said a man who looks like a king. Then as the knight cheered. As a knight walked up to him. "It all must fall on you. Are you ready, Connor?"

"I am." said Connor

"Throughout our history, we've bought, borrowed, or stolen the most powerful weapons available on Earth and beyond..." as some knights brought out a weapon. "That thus far none has worked. This one, we believe, is different." The knight carrying the weapon kneeled down and handed over to Connor. "You are the bravest of us all, Connor." He grabbed a helmet from a squire that handed to him. "You've earned the right to wield this." as he gave Connor the helmet. They soon found themselves at a gate as it was opened by other knights. "Aim for the heart and hold the beam steady."

"I'll hold it steady, but how can I expect the same for the beast?" asked Connor

"It's chained. Don't worry."

Connor went in and started to head down the stairs as the door behind him closed. The weapon let out a light so he could see. He continued to walk. Then he saw the chain was broke. Then the beast hit him sending him to the ground knocking of his helmet. The beast then crushed it as it started to go for the stairs. The beast hit the door trying to knock it down. Connor got up and started to head for the stairs. He aimed and fired the weapon. He missed and blasted a hole in the door. Then the beast was able to break down the door. Then it went out the window and started to fly away.

"I'll destroy you. Whatever the sacrifice, whatever the cost, I will destroy you." said Connor

In Bellwood.

Ben was hitting a punching bag with Star behind it holding it and Gwen was siting down reading a book.

"I mean, it's great to have the Omnitrix and all... but there might come a time when it's not enough. Got to expand my repertoire." said Ben

"Repertoire?" questioned Star

"Yeah. Hyah! That's savate, and this is karate!"

"Don't forget, Ben. I taught it to you." said Gwen

"Yeah? Well, here's some good old Marquess of Queensbury boxing." But before Ben could do anything Gwen send a beam and pushed the bag at Ben. "Good idea - head butt!" Then Gwen shut here book and walked up to Ben and stopped his head butt.

"Not that way. The other way." said Gwen

"What other way?" asked Both Ben and Star

"Tell me you two are kidding."

Then the door opened and Kevin came in. "Okay, fun's over. I just set up a meeting for Ben." said Kevin

"With who?" asked Ben

It's important. Come on." Kevin said as he grabbed Ben.

Star got in front of Kevin. "With who, Kevin?" Star asked with a serious look. Kevin said nothing.

"Kevin, who?" asked Gwen

"The Forever Knights." said Kevin turning towards Ben and Gwen.

"No way."

"Are you crazy?!" said Ben

"Your not tacking Ben to them." said Star a she was going for her wand.

"Hold it, hold it. They're in trouble. They need help." said Kevin

"So? They're not exactly friends of ours." said Gwen

"Right, and that means they wouldn't reaching out unless they had a really good reason. Aren't you curious to find out what?"

"Wait a minute. They paid you to come here and bring Ben to them, didn't they?" asked Gwen

"N- that hurts. Don't you think I ever do anything out of the goodness of my heart?"

Star put here wand against Kevin's back. "How much did they pay you?" asked Star

Kevin stared to sweet a little. "Okay, I cut them a deal. Traded them for some alien tech."

Gwen sighed. "Kevin..." said Gwen

"He's got a point, though. If the Knights are desperate enough to ask me for help, we should at lest hear what they have to say." said Ben

Then Ben and Gwen left the room. "Okay left get going." said Kevin

As Kevin stared to leave. "Narwhal blast!" said Star as it hit Kevin.

"What was that for?"

"For selling out Ben. Don't do it again. Okay!" Then Star left the room with a smile on her face.

They soon found themselves at the Forever Knight castle and heard what they had to say.

"That's the most ridiculous story I've ever heard!" said Ben

"No, it's all true. Everyone think dragons are creatures of myth, fiction. But they're real, Ben. At least one was... and is." said the squire

"Did you say, "is"?"

"1,000 years ago a handful of knights battled a giant fire-breathing beast. They were the king's greatest warriors, but even they couldn't finish it off. All they could do trap it and build a stone fortress around it. Years went by. Dozens of farfetched dragon legends sprang up. But all the while, the knights were passing the custody of the real beast down from father to son to grandson. Unfortunately, the dragon was invulnerable to every new weapon we tried on it. The latest was an alien quantum-disassembler cannon. We had high hopes for it, and still do, but... well, the dragon escaped. Ben, we need you to help us."

"you're saying you want me to be a part of all this - be a knight?"

"Yes, Ben. Join us in our most noble of causes."

"Do I get some of that cool armor?"

"What is with you? " asked Gwen

"What do you mean?"

"You see a bunch of old swords and axes and you're ready to jump in and start playing knight in shining armor? There's still a lot we don't know."

"Like?"

"Like if there even is a dragon. I mean, all they've got for proof are these things." said Kevin as he grabbed and accidently tears it. "Sorry."

"There most assuredly is a dragon. You have my word." said Connor.

"Ben, Star, Kevin, Gwen, this is Connor, the greatest of all the Forever Knights." said the squire

"At your service, or whatever you guys say." said Ben

"What I say is, Forever Knights do not have doubts. So if you or your friends have them, you do not belong with us." sad Connor

"You're the ones asking for help."

"You insolent! The dragon will fall by my hand."

"But, sir..." said the Squire

"You taint the purity of our order by bringing in this - this..."

"This what?" asked Ben as he was about to use the omnitrix.

The squire got in the middle to try and stop the fighting. "My lord, it's the only way." said the Squire Then alarms stared to go off. Then Connor and the Squire ran off to a computer and then Ben, Star, Kevin and Gwen followed them. "We've been monitoring the military frequencies." The screen showed two jets flying and they encountered the dragon. One of the jets fired missiles at the dragon. It did nothing. Then the dragon fired at the jet making the polite eject as the jet started to fall. The other jet started to fire at the dragon. The dragon tried to swipe the jet but missed the jet turned around and fired some missiles. The dragon fired back and the polite eject out of the jet.

"You sure you don't want my help?" asked Ben

They drove out to a to an open field were the dragon landed. They got out of the car.

"Remember, all you need to do is stop it. Connor will take care of the rest." said the Squire

"Got it." said Ben

Then the squire went over to Connor.

"What's it gonna be this time - Humongousaure?" asked Star

"No, Humongo's too close to what I'll be fighting. Got to figure thet thing's had a lot more experience being a dragon than I have." said Ben

"Thinking it through, huh?" said Gwen

Ben activated the omnitrix and hit it. "Chromastone!" Ben charged at the dragon. The dragon fired at Ben. Ben blocked the attack and started to glow and fired a blast at the dragon. The dragon started to make weird noises. "Weird, but for a second there, I thought you were trying to tell me something." The dragon hit Ben with his wing. The dragon fired again but Ben dodge out of the way and fired a blast at the dragon. Ben continued to blast the dragon.

"Nice one, Ben!" said Kevin as Connor and the squire came up.

"Indeed." said Connor as he got the weapon ready.

"Ben's too close to the dragon." said the squire

"Pity." Connor said as he fired at the dragon and Ben was effected by the blast. "The Knight exist for one purpose and one purpose alone. And you know exactly what it is, so are you or are you not one of us?"

Star saw that the weapon was effecting Ben. She then took out her wand and blasted the weapon. The beam from the Knights weapon hit a gas station making it explode. They were effected by the shock wave. The dragon flew away and Ben turned back to normal. Connor started to get up. As Ben came up to them.

"We need to have a little talk. You used me." said Ben

"It wasn't personal. But if you or your friends get in my way again, it will be so."

Ben then turned into Humongousaur and pin both Connor and the squire up against there car. "Yo know where the dragon's heading, don't you?!"

Connor laughed. "If you're trying to scare us, it's going to take a lot more than a stripling with a fancy wristwatch, right?" said Connor

"Absolutely! We've taken a sacred oath!" said the Squire Then Ben started to grow. "6200 Prospect Bloulevard, where the 12 and 408 freeways meet." the squire said with fear.

"What?" asked Ben

"It's where the dragon's going."

"Squire!" said Connor

"The Knight found a huge relic the same time they caught the dragon. They didn't know what it was or what it did, so they hid if for safekeeping. They sent the relic to our lab to see if it had any technology they could use against the dragon. When it flew across the Atlantic, we figure it was connected to the relic somehow. And that's all I know, I swear!"

Ben then shrunk down and turned back to normal. "That's fine, really." said Ben as he got into Kevin's car and they drove away.

"Wait, I almost forgot - they think the relic's alien, but they haven't figured out what it does yet!"

"Pathetic." said Connor

In the car.

"I'm telling you, when it roared, there was a pattern. And something else - that wasn't fire coming out of its mouth. It was more like a laser." said Ben

"I thought I heard something." said Star

"So, you're saying the dragon was trying to talk to? No way." said Kevin

"Hey, you talk, sort of." said Ben

"Hey!"

"See?"

"Kevin, I heard it, too. See what happens when you listen, Ben, and think." said Gwen

"Okay, even if it was talking, what would it be saying - "I'm gonna chew you like bubble gum?"" said Kevin

"I've got a theory. Pull over." said Ben. They pulled over and Ben open thee trunk and got something out. "I knew I'd seen one of these before."

"What is it?" asked Star

"Galvin universal translator - translates any language into any other in real time. Pretty common alien tech." said Kevin

"The dragon had something like this near its throat, but it looked buster." said Ben

"Then all we have to do is replace the broken one with this one." said Gwen

"That's all, huh?" said Kevin

Then they got back into the car and started to drive off. They stopped at the location the squire gave. Then Ben activated the omnitrix and hit it.

"Spidermonkey!" Ben grabbed the translator and went up on the building.

"Ben, wait for us!" said Star

The dragon on the other side of the building blasted the door open and went in. Ben swung in thru the hole the dragon made. He then jumped on the dragon and dragon tried to get him off. Ben was able to remove the broken translator before the dragon gabbed him and thru him. Ben shot a web shot to stop him. The dragon was about to fire a blast. "Whoa, whoa, whoa! Easy does it. I'm trying to help." said Ben. Then the dragon fired and Ben dodged the blast, but he dropped the translator. The dragon fired a blast as Ben went for the translator. Gwen made a shield to protect Ben. As Star, Kevin and Gwen got to the hole. Kevin had absorbed some metal and started to throw some wood at the dragon. The dragon fired a blast at them. Gwen made a shield to protect them. Then Star fired a blast that knocked down the dragon. Ben then jumped on the dragon and place the translator on the dragons throat. The translator beeped. Then Ben got of the dragon and went to Star, Kevin and Gwen.

"Leave me alone! Leave me alone!" said the dragon

"You can talk."

"Of course I can talk. Why wouldn't I be able to talk?!"

"Well, I-I thought you were a, um..."

"A what?"

"A-a monster."

"Yeah? Well, I thought you were a monkey."

"Oh, I don't really look like this." Then Ben turned back to normal. "See?"

"Sorry, all mammals look alike to me."

"It's not just you. Ben does sort of favor a monkey. Smells like one, too." said Kevin and as soon as he said that Star hit him up side the head with her wand. "Owww!"

"Don't make fun of Ben." said Star

"What do you want?" asked Ben

"I want my ship back. My tracking signal says it's here." said the dragon

"Ship? That must be the relic the Knights have been talking about."

"The Knights? Are you one of them Knights?"

"No, but they asked me to help catch you... back when I thought you were a monster."

"The Knights are the monsters. They attacked me for no reason right after I landed, broke my translator box, then locked me up in that dungeon! You sure you're not one of them?"

"Me? No way. I wouldn't be caught dead in that stupid armor." as Ben said that Gwen rolled her eyes.

"Okay, then." the dragon said as he left.

"Wait! You're an alien, right? What were you doing here?" asked Star

"I was making an interstellar map. Why else would anyone come to this insignificant rock?" asked the dragon

"You're a mapmaker?" asked Ben

"And a darn goo one, too. Now if you'll excuse me, I've got business."

Finding your ship and then heading home, right?" asked Gwen

"Oh, I'll be heading home, all right - just as soon as there's not a single one of those Forever Knights left alive." Then the dragon roared.

"His translator box must be broken again."

"Sorry, Gwen. Sometimes a roar is a roar."

Star walked up to stand next to Ben. "Look, if you think about it, This whole thing is really just a great big misunderstanding." said Star

"Misunderstanding?!" said the dragon

"Uh, okay, maybe "misunderstanding's" a little too weak." said Ben

"1,000 years those Forever Knights stole from me! 1,000 years!"

"Well, how long is that in dragon years?" asked Star

"It's a long time to be away from your home, your family. The baby's probably flying by now."

"You know, we really don't owe this mapmaker anything, and we sure don't owe the Knights much, either." said Kevin

"What are you getting at?" asked Gwen

"If we just get it out of here right now, who'd say anything?"

Ben and Star walked back to Kevin and Gwen. "I would." said Ben

"And me too." said Star

"Great!" said Kevin

Then there was an explosion. They looked back and saw the Forever Knight were here. They fired a again at the building.

"Gwen, Kevin! You two go out there and tell him this is all a big mis- uh, tragedy. Me and Star will work on the dragon." said Ben

Kevin and Gwen went out side to handle to Forever Knight.

The Knights got ready to attack.

"Hold it!" said Kevin

"You don't understand!" said Gwen

"Don't shoot!"

"Trying to save the beast again, are you?" asked Connor

"It's really an alien. It just wants to go home." said Gwen

"No! It's not going to escape us - not this time." said Connor

In the building Ben and Star were following the dragon. Then the dragon found his ship.

"Ahh, never looked better." said the dragon as he open the ship. He entered the ship and opened a compartment. That hold weapons.

"Weapons?" asked Ben

"Didn't think I'd need them when I landed - too trusting. Rather, I used to be."

"You don't have to this." said Ben

"Yeah you could just go home." said Star

"I know, but I want to. "You would ether of you." said the dragon

"Your probably right, but we are just some dumb kids." said Ben

"Yes, you are." the dragon said as it picked up a blaster. "So do yourselves a favor - stay out of my way."

Outside with Kevin, Gwen and the Forever Knights.

"All he was doing was making a map. He wasn't gonna hurt anybody. He didn't even mean to scare anyone." said Gwen. But the Knights didn't say anything. "The whole thing is just kind of ridiculous, isn't it?"

"Ridiculous? I took an oath passed down through 50 generations. We all did." said Connor

"Yeah, but..."

"We live to destroy that dragon, and we will do it right here before this day is over!"

"I don't think you've been listening to me. I am trying to tell you..."

Connor ready the weapon.

"Heads up!" said Kevin as he pushed Gwen out of the way as Connor started to fire.

The Knights started to attack. One of the Knights grabbed Gwen and thru her too the ground. Kevin ran up and punched that Knight. Other Knights started to surround Kevin. "Uh, time-out?" said Kevin. Then the Knights tackled him to the ground. Then started to punch I'm when he was on the ground. Kevin then absorbed the rock. Then started to punch the Knights. Connor then started to fire at Kevin. Sending him into a wall and he turned back to normal. Connor was about to blast him when he was down. Then grabbed Connor with her energy and slammed him into the wall making him drop his weapon. Gwen started to tighten her grip.

with the building with Ben, Star and the dragon.

"We can't convince you, huh?" said Ben

"I've been waiting 1,000 years for this, so, no, you two can't convince me." said the dragon. Then Ben and Star just stood in front of the door. "What do you two think you're doing?"

"Stopping you." said Star

The dragon started to laugh.

"Don't laugh. I could turn Humongousaur again if I wanted to, or Chromastone or Spidermonkey. But I'm not going to." said Ben

"And I could use my wand like I did before. But I won't." said Star

"Well, that just makes it easier for me." said the dragon as he was about to hit them but Ben and Star didn't move.

"You're not a monster. You're a mapmaker." said both Ben and Star

The dragon then thought.

Outside.

Gwen still had a hold of Connor.

"Hold it!" said a Knight. Gwen looked and saw two Knights and they had Kevin. "Let him go."

"You first." said Gwen

"Don't do it, Gwen." said Kevin

Then Gwen let go of Connor. Then the Knights pushed Kevin to the ground. Gwen went to Kevin as Connor got up and picked up his weapon. The Knights started to enter the building. Then the ship started to move. All the Knight except for Connor ran. Connor fired at the ship but the shields blocked the blasts. the ship knocked him over as it left the building. Connor got up and started to fire at the ship in the sky. But the ship soon left the Earth and the dragon was heading home. Connor then dropped the weapon and left.

Ben and Star left the building.

"How did you two do it?" asked Gwen

"Huh?" said Ben and Star

"You know, get the dragon to go."

"We just - oh, we used our heads." said Ben

"Head butt, huh? And old one, but it always works. You're really coming along, kid." said Kevin as he took Ben as they walked away.

"Thanks, Kevin. Glad you understand." said Ben then looked back and winked at Gwen.

Star stood there in thought. Thinking were the monsters on Mewni were similar to the dragon she meet today.

back at the castle.

"And then the beast flew off into the stars, headed for home." said Connor then thru a file to the king looking person as the pictures of Ben, Star, Gwen and Kevin came out. "I have failed." Then Connor started to walk away.

"Where do you think your going, Connor?" asked the king

"Don't know. In my entire life, I've never given a moment's thought to what I would do once this was over."

"You think it's is over?"

"The dragon is gone, Patrick. We failed, and now there's no reason for us to exist. You, me, the Forever Knights - all pointless now."

"Pointless? Hardly. Now we know that somewhere in the starts there's not one dragon but an entire planet of them. How soon before more of the beasts arrive here wanting revenge? They could be making their plans even as we speak. No, Connor. The world needs the Forever Knights now more than ever. We must always stand ready to fight the dragons..." the Knights began to cheer. "And the despicable traitors who helped them. So say I!"

"So say we al Hooray!" said all the Knights except for the squire


	21. Plumber's Helpers

In a sewage plant a man was running. He fired some blasts from a device he had. He soon stopped then he removed his face and reviled himself as a DNAlien. There was a noise. Then DNAlien made some sounds. Then someone fired at it. The DNAlien started to run again as he was being blasted at. As he run he slipped and dropped his devise. Then person blasted the devised. The DNAlien started to run around the plant. Then he got to a garage door. Then the garage door started to open. Then a truck back up as an energy beam wrapped around the DNAlien wrist. The back of the truck opened revealing a device that made a portal. Then DNAlien was pulled into to portal. Two people came out of the truck on was a Tetramand and Kineceleran.

"Another one bites the dust." said the Tetramand.

Later as they were driving around.

"Ha! Did you see the look on that DNAlien's face when we roped him?" That was on freaked out - What?" asked the Tatramand

"Forget it, Manny." said the Tetramand

"Helen, com on. Talk to me." Manny said as he pocked Helen with on of his 4 hand.

"Quit it."

"Come on."

"Stop. I said "no"!" Helen said as she grabbed the hand and slapped it.

"Ow! What is with you?"

"Nothing's with me. I just - I wish Pierce were here."

"Yeah, I know. Me too."

"Yeah, right."  
"What do you mean? Your brother and me -"

"Argued over every single mission. "Who's in charge?" "Do it this way." "No, my plain's better.""

"Okay, yeah, we disagreed, but now that's he's..." There was a silence. "Helen, I'm just trying to do what we all agreed to do - fry every DNAlien we can find."

Then there was a beeping. "Four of them, and they're close."

"Where?"

"Back at the sewage plant."

Manny turned the truck around and headed back tot the sewage plant. When they got there they got out. Manny used an device. "Can't get a lock on 'em. Stupid machine.

"Want me to try?"

"No. Shhh!" Manny moved the device and found 4 people.

"Are you sure you know where you're going, Sherlock?" said one person

"For once, can you close your mouth and open your eyes? Just follow the footprints." said the second person

"Would you both be quiet? There could be a guard or something." said the third person

"I'd swear that alien made it here."

"Well there's no sign of him now." said the fourth person

"Whoo-hoo-hoo. Check this out. Another toy for my collection.." said the first person as he picked up something.

"What did he say?" asked Helen

Doesn't matter. Let's dust them." said Manny as he started to move. Then Helen grabbed his arm.

"We can't. The eradicannon needs more time to recharge. How about, instead, we follow 'em? Maybe they'll lead us to a whole nest of DNAliens. Manny?" Helen noticed that Manny was climbing the building. "Manny." Manny got up on the Building and saw the four starting to get into a vehicle. He was about to fire at them. When Helen got in front of him and grabbed his guns from him. "You never listen, do you?" Then she dropped the guns.

"Ohh, they're getting away!"

"No, they aren't." Then Helen fired a devise at the car as it attached to it. As the car drove off.

Later at there hideout. Helen was watching a device with Pierce on it.

"August 10th - we zapped another DNAlien - third one this month... only something weird happened. We had the creep cornered. I got my energy lash wrapped around one arm, but just before Manny hooked him, he flashed a Plumber's badge. Figured it had to be a fake, but now I don't know. What if it was real? What if we were wrong about him?" said Pierce Then Helen and Manny appeared on the film.

"Helen, what is it with you? Every night, you're up here." said Manny

"Sometime, I like to look at the stars - you know, think about what's out there." said Helen

"Out there? "Out there" is why we're all contaminated freaks. It's why we're kicking alien butt, so nobody has to go through what happened to us."

"Would you two stop it?! Every day, it's the same fight. I can't baby-sit you forever, you know?" said Pierce. Then the recording ended.

"I know." said Helen in a sad tone

Then Manny entered the room. "Come here. I want to show you something." said Manny then Helen followed Manny to a computer.

"What is it?"

"I fed the thermal scans from the sewage plant into one Pierce's computers." Then Manny pressed a button and nothing came up.

"Wow. I'm impressed."

"Stupid machine!" Manny said as he hit it. Then a picture of Ben, Star, Kevin and Gwen showed up.

"Those are aliens? They look human."

"They must be wearing I.D. masks. I would have caught them if you hadn't stopped me."

"They outnumbered us. I stopped you from starting a fight we couldn't win."

"Pierce would have done it."

"No, he wouldn't. And don't you dare use him as an excuse! Pierce found all this alien junk and mad it work, Pierce brought us together, and when Pierce was in charge, we were careful! The one time we weren't..." Helen rage started to turn into sadness.

"I'm sorry, okay? Look tomorrow, we'll track their signal. We'll take it slow. We'll be careful, just the way Pierce did it." Then Helen left the room. "But once we find them, then we'll handle things my way."

The next day Ben, Star, Kevin and Gwen were driving around and Helen and Manny were following them.

"What are they doing?" asked Manny

"I can't lock in on them, but it sounds like they're... arguing. Think they know we're tailing them?" said Helen listening with the device Manny used yesterday.

"Why don't we make sure?" said Manny

Kevin stop the car as a truck carrying gas drove passed. Then Manny fired a few shot.

"Manny, no!"

The shots hit the truck. The truck started to swerve and it hit into a gas pump and then hit a wall as the truck caught on fire. Ben, Star, Kevin and Gwen exited the car.

"If that tanker does up, we're talking about a major bonfire." said Ben

"I got the driver." said Kevin

"And I've got the truck. Gwen, give us cover."

"I'm on it" said Gwen

"Star, backup Kevin."

"You got it." said Star

In the truck.

"I can't believe you did that!" said Helen

"So what? They're getting away!" said Manny

"Ohh!" Then Helen left the truck fast. Manny soon followed.

With Ben, Star, Kevin, and Gwen.

Gwen fired a beam and teared up the street to make a wall to protect the people. Kevin ran to the door of the truch and as he did he absorbed the metal of the container.

"How come I always get the easy jobs?" asked Kevin. He ripped the door open and grabbed the driver. And started to run. A spark it the fuel and the fire was heading to the gas station. But then Kevin and driver fell thru a portal. They appeared by falling out of a portal that that Star made with her dimensional scissors. Then the gas station exploded.

"It's a good thing I was here to back you up." said Star

"Thanks. Your turn, Ben."

Ben activated the omnitrix and hit it. "Big Chill!"

Helen ran up and saw Big Chill. "What in the..." said Helen as Ben took to the sky.

Ben inhaled and exhaled and froze the truck and extinguished the fire.

"Hay, freak... catch!" said Manny as he thru Kevin's car.

"Not my ride." said Kevin as he got hit and Star dodged it.

"Kevin!" said Gwen stared to run to Kevin. But Helen started to run around Gwen. Send her in to the air in a vortex. Helen stopped and Gwen started to fall.

Ben noticed this. Then he breathed out and took out a fire hydrant and freezing the water making a slide. Gwen slide down.

With Kevin

Manny pushed Kevin to the ground. Then lifted him up. Star fired a blast at Manny hitting him in the back. Star put her wand away then started to attack Manny hand to hand. But Manny quickly grabbed her and knocked her out by punching her in the stomach.

"You see that? They saved that guy." said Helen

"Who cares? Two of them are out. Now's your chance to take 'em." said Manny

Helen looked and saw Ben turn back to normal. "No, not until we talk." Then Helen left.

"Helen!" Then Manny started to follow Helen dragging both Kevin and Star.

With Ben and Gwen.

Ben helped Gwen up.

"W-where's K-Kevin?" asked Gwen

"Gone and so is Star." said Ben in a sad tone

Later at Ben's house.

Ben was walking around his room. "And what really bugs me is, one of them was an XLR8. I mean, I used to turn into that species. None of this makes any sense. Gwen, jump in any time." said Ben

Gwen was siting on his bed. "Shh. I'm concentrating." said Gwen

"On what?"

"I'm at one with the cosmic mana, feeling the energy of the universe flowing around and through me."

"Groovy. And you're doing this why?"

"So that I can locate Star, and Kevin, which I have. Now, all we have to do is rescue them."

"Okay, lets go rescue Star." Then Gwen looked at Ben. "And Kevin."

At Helen and Manny's hide out. Star and Kevin were in there own orb.

"What were you thinking?! We had 'em on the ropes! We could have nailed four monsters at once!" said Manny

"Monsters! We aren't monsters." said Star

"That's a laugh, coming from a Halloween reject like you." said Kevin

Manny started to growl and walked over to Kevin. "Sounds like the alien dirtbag is asking for another whupping." said Manny

"Let me out of this bubble - then we'll see what you got!"

"Quiet! you sound like a couple of 6-year-olds fighting on the playground." said Helen.

"I'm not anything like him." said Kevin and Manny at the same time. Then they both started to growl.

Manny put two of his hands in Kevin's orb and the other two in Star's. He then started to pull at there face.

"Manny, stop! they are not wearing masks!"

"That's my face, you jerk!" said Kevin

"Yeah, that hurt. How would you like it if someone did that to you?" asked Star

"It doesn't matter. These two are aliens, and I say we feed them to the eradicannon." said Manny

"The eradi- what?" said Star with a little fear.

Manny then smiled and pointed to the thing in there truck. "A disintergrator beam - it turns scum like you two into dust."

"That's not a disintegrator, you doofus. It's a Null Void projector." said Kevin

"A Null Void what who?"

"That's a Null Void projector. I thought they looked different." said Star

"It's probably a Mark 1. It's a museum piece. And this guy is a pinhead."

Manny then fired at Kevin's orb. Witched knocked him out.

"Why did you do that?" asked Helen

Manny blew the smoke from his guns and put them away. "He was getting on my nerves." said Manny

"What if you're wrong, Manny? What if they aren't aliens?"

"You saw the boys powers and the girl blasted me. They got to be aliens. I'll prove it to you." Manny picked up a device that was on the table.

"Careful with that!"

"Relax." Manny pushed a button and Pierce appeared on the screen.

"I'm still working on that list of aliens we fried. It's not complete, but... Ectonurite. Piscciss Volanns. Pyronite. Vulpamancer." said the recording

"Got to be one like them in here."

"Manny, listen to me. The guy, whatever he is, has a Plumber's badge." said Helen

"So?"

"There was something in Pierce's diary - one of the aliens we nailed last summer - he had one, too."

"Big deal. If he has a badge, it's a fake. Him and her and there pals - they're all dirty alien freaks."

"Then why would they save that driver? Why did they stop the truck from exploding?"

"I don't know, and I don't care. They're all aliens, and you know what we do with aliens."

Star was shocked of what she heard.

"Excuse me miss?" asked Star

"What?" asked Helen

"I was wondering if you don't mind giving my scissors back and some paper and a markers?"

"Why?"

"If I'm going to be staying in this thing. So I have something to do besides float in here."

"I don't see why not. It's not like you can escape." Helen said as she got the stuff and gave it to Star.

"Thanks."

With Ben and Gwen.

Ben and Gwen where tacking the bus.

"What kind of heroes take the bus?" asked Gwen

"Neither one of us can drive. What do you want me to do? "Hi, mom. We have to go fight some aliens. Can you give us a ride?"" said Ben

"Okay, whatever."

"I'm just worried - that's all."

"About Kevin? I know what you mean. I'm worried about Star."

"Well, yeah! We need to find them before, you know, before something bad happens - not that I care about Kevin or anything. I mean, come on. How could anyone care about a person who is that rude and undependable and - and annoying? It's ridiculous. How could you even say something like that?"

Ben then cleared his throat. "Actually, I didn't say anything."

Gwen then just looked out the window.

With Manny and Helen.

"Aliens heading this way." said Helen as she looked at a device.

Manny got ready for them and so did Helen.

"Okay, move out." said Manny. Then they left the building. "How close are they?"

"Very." said Ben

Manny and Helen looked to there right and saw Ben and Gwen.

"Now, give us back our friends." said Gwen as her hand glowed purple. Manny and Helen started to fire at Ben and Gwen. Gwen made a shield to protect them.

"So Kevin is your "friend"?" asked Ben

"Teammate, co-worker - whatever. Could we talk about this later?" Helen then fired the top of the building knocking a piece off.

"Hey, I'm not the one who - ohh! Aah! Ugh!" Ben said as he got hit by the falling debris.

"Ben!" Gwen fired an blast Helen ducked and Manny was got hit.

In the building Kevin just started to get up.

"It, sound like our rescuers need rescuing." said Kevin

"Don't worry Kevin. I already got a way out." said Star. Star used her dimensional scissors and cut open a portal. She went thru and appeared near her stuff that Manny and Helen took. Star picked up her wand. Then use her scissors to open anther portal she reached in and pulled Kevin out.

"Now I'm going to show that four-armed freak's not the only tough guy around." said Kevin as he absorbed a metal pipe.

Outside.

Manny and Helen kept firing at Ben and Gwen. And fired some blasts at them.

"Come on Ben! I need a little help here!" said Gwen

Then Kevin destroyed the wall and Star followed him.

"Nothing like a little iron in your diet to perk you right up." said Kevin

Manny started to attack Kevin.

"Manny, wait!" said Helen

Then Kevin and Manny started to battle.

Helen switched between firing at Gwen and Star. As Gwen and Star fired blast at Helen but both sides could not hit the other

Bent then got up. "I've got to start wearing a helmet." said Ben. He started to walk. Then he activated the omnitrix. "Okay, which one?" Ben said as he went thru the selection. "Eeny, meeny."

"Ben!" said Star and Gwen as Ben started to walk in the battlefield. Kevin knock Manny back. Witch made a wooden pillar fall almost hitting Ben.

"Get out of the way!" said Kevin

Manny pressed a button. Then the truck backed up and the Null Void projector turned on and started to suck stuff in. Helen quickly spun around Gwen, then Star. Kevin ran to Gwen and Ben started to Star.

"Now let's finish 'em!" said Manny

Manny and Helen grabbed Ben before he got to Star with long reach grabbers and started to pull Ben to the Null Void projector.

"Hey, whoa!" said Ben as Helen and Manny lifted him up into the air. Ben then started reached for the omnitrix. Keven hit Manny making him let go to his grabber. Ben was sent into the Null Void projector.

"Ben!" said Star as she was running to try to help him. But Kevin stopped her.

"He's gone, trapped in the Null Void." said Kevin. Then Star started to cry

"Well, it may be a museum piece, but it did the job on your friend, and you three are next." said Manny as he and Helen pointed there blasters at them. Star's sadness turned to anger as she pointed her wand at Manny and Helen. Then an arm came out of the portal and soon Ben pulled himself out transformed into Swampfire.

"I taught him that." said Kevin

"No, you didn't." said Gwen

Ben then stand up.

"It's not a disintegrator." said Helen

"Lousy, stinking..." said Manny then he stared to fire at Ben the blasts hit Ben. But the just went thru him and Ben regenerated. Ben then shot fire out hitting Manny.

"Now but down your weapons and just listen for five minutes, okay?" said Ben

Helen but down her weapons. "I'm all ears." said Helen

Then Star ran and hugged Ben happy that he was back.

Later after they did some talking.

"So, we're all aliens?" asked Helen

"Kind of. One of your parents must have been human - the other, not so much." said Ben

"Yeah? Then how come you can switch back, but we can't?" asked Manny

"Luck of the draw."

"But look at it this way - your human version is probably even uglier." said Kevin

Manny walked up to Kevin. "You want to go another round?!" said Manny

"Anytime, pal!"

Helen ran up to Gwen. "Tell your boyfriend to back off." said Helen

"No, you tell your to - He is not my boyfriend." said Gwen

"Well, you sure act like it."

"Don't tell me who my boyfriend isn't - is!"

"Think you're funny?" said Manny

"Hey, you're the comedian. At least you got the face for it." said Kevin

"Boy, are you asking for it!"

"I'm begging of it! Who's gonna give it to me?!"

"Me, with three hands tied behind my back!"

"Hey, stop it, all of you! What am I - your babysitter?" said Ben

"You sound just like my brother." said Helen

"Really?" said Star

"Pierce was the one who always kept us grounded... The one who..." Then Helen ran and got a device. "This is what he was talking about." Then Helen showed the recording she was watching earlier. "Don't you see Manny. We've been catching all those other aliens."

"What other aliens?" asked Ben. Helen gave Ben the device. Ben looked though the list. "Uh, some of these might be other Plumber's kids, like us... Like you." Then Ben gave the device back to Helen.

"Okay. In that case, we have to go into that... uh, what did you call it?"

"Null Void." said Kevin

"...Null Void, round up everybody we captured, and free all the ones who shouldn't be there."

"Not a chance." said Manny

"Well, Manny, I'm doing it, whether you come with me or not."

"What? Why?"

"Because it's what Pierce would do."

"All right. For Pierce."

Then soon opened the portal.

"Thanks, and, uh sorry about you know." said Helen

"Apology accepted." said Kevin

"Its' okay, happy trails." said Star

"Be careful." said Gwen

"And good luck." said Ben

Both Helen and Manny went through the portal. Then the Null Void projector turned off.

"That is so not gonna go well." said Kevin

"I don't know. On paper, we don't look like such a great team, either." said Ben

"There is that. Now, if you excuse me, I'm gonna go swipe some of their equipment." Then Kevin started to enter the building.

"Kevin!" said Gwen

"So not cool, man." said Ben

"Yeah, that's rude." said Star


	22. X Equals Ben Plus 2

In space a damaged ship started to dock into a huge ship. An Incursian soldier ran thru the ship.

"Commander." said the Incursian as he came up to an Sylonnoid. "Commander Raff."

"You're on the Royal... Guard detail." said Raff

"Brollok - of the Princess Attea's personal escort. While scouting an enemy star system, we were ambushed by the bounty hunter Sevenseven."

"Hmm. Seriously? Where's the princess?"

"We found this piece of her garment among the debris. Oh, the battle was glorious!"

Raff took the fabric. "How long can we keep the emperor from finding out?"

" **Raff - to me, my Majordomo.** " said the emperor said or a loud speaker

Soon both Raff and Brollok went to the emperor.

Lord Emperor Milleous, light of the Incursian empire, destroyer of galaxies, keeper of the Conquest Ray. All living creatures tremble in your -" said oth Raff and Brollok

"Quickly! My daughter is missing!" said Milleus

"Yes. Do not worry about that, though, sir. Sevenseven probably took her alive, you know, for the ransom." said Raff

"Attea would never surrender. You're to blame for this." Then Milleus pointed to Brollok.

"Uh, Emperor Milleous, have mercy!" said Brollok

"Mercy? For incompetence? Vary well. Your destruction shall be swift." Then Milleous pressed a button. Then Brollok was zapped by a beam and was no longer there. "And you, my supposed right hand, find my daughter!"

"Um... no problem, your highness." said Raff

"This Sevenseven is a tool of the empire's enemies."

"But that could mean anybody, sir - anybody you haven't enslaved destroyed yet."

"True. Search the closest inhabited planet. Fix this... or I will show you mercy."

On Earth at Mr. Smoothy. Ben, Star, Kevin, Gwen were sitting in Kevin's car.

"Can we please make a decision?" asked Ben

"I'm only saying this once - Auto Show." said Kevin

"Kevin, we're going to the lake." said Gwen

"We've kind of done the lake, Gwen." said Ben

"Yeah, let go to the Bounce Lounge." said Star

Then there was a flash in front of the car as Incursian soldiers and they appeared around the car.

"I don't suppose you guys are here for the auto show?" asked Ben The Incursian's pointed there guns at the car. Ben, Star, Kevin and Gwen got out of the car and had there hands up. "Kevin?"

"Incursian warriors, packing serious ordnance." said Kevin

Then Raff appeared "Weapons down. Sorry, Kevin. You know Incursians." said Raff

"Raff. How you been?" said Kevin as he walked up to Raff. Ben. Star and Gwen put there hands down. "Guys, this is Raff, the number 2 guy in, like, 40 star systems. Raff - Gwen Tennyson." Kevin pointed to Gwen. Then the Incursians began to whisper. Some even backed away.

"Tennyson?"

"Yeah, that's him there. I used to talk about what I'd do to you."

"Right, back when you were a crook." said Ben

""Entrepreneur." I kept Raff's whole empire in food and sandals. What bring you out this way?"

"Sevenseven snatched a little girl in this system, and I really need to find her. You're the only Earth fellow I know. She wore the royal color. Seen anybody like that?" asked Raff

"What. Sevenseven - like that guy Sixsix we used to fight?" asked Ben

"He's the same race as Sixsix, but far more dangerous."

"Yeah, he sound 11 more dangerous." said Star

"We'll help you." said Ben

"Why should we? He's more of a work friend." said Kevin

Then Milleous started to talk over the radio in Kevin's car. "People of Earth, this is Lord Emperor Milleous. Your errand boy Sevenseven has one deca-rotation to return Princess Attea to me before I blow your pathetic planet to dust with the unstoppable Incursian Conquest Ray."

Then Kevin sighed. "Where do we start?"

"There's gonna be a panic. Earth doesn't get death threats every day." said Ben

"Nah. It's a tachyon-burst transmission. Earth radios don't receive faster-than-light transmissions."

"But the emperor doesn't know that." said Gwen

"If you have a gizmo to beat Sevenseven's cloaking tech, then we could track him." said Raff

"If this was hers and you can teleport, we're practically done." Then Gwen's eyes turned purple. "Got her. She's at Grande Madre dam. And she's fighting back.

At Grande Madre dam. A ship was flying around as it was being blasted by Sevenseven. Some of the blast hit the dam. The ship so crashed into the water. Attea got out and started to fight Sevenseven.

Soon Ben, Star, Kevin, Gwen, Raff and the other Incursians appeared on the dam. Ben ran to the edge of the bridge.

"Down there." said Ben

With Sevenseven and Attea.

They were still fighting. Then one of Sevenseven arms morphed into a gun and he started to fire Attea dodged the blasts and some of them hit the dam.

As they were running on the dam it started to break. Kevin absorbed the stone. Kevin jumped down and grabbed Attea.

The water started to go over the dam. So Gwen shot out a beam to push Ben and Star forward and then put a dome shield around her to protect herself form the water. The dam broke as water started to gush out. Ben and Star saw what the water was doing.

"Got to stop that water." said Ben as he activated the Omnitrix and looked thru the aliens. "Good a time as any to give this one a try." Then ben hit the omnitrix. "Alien X. Seconded. Water-stopping motion carried." Ben moved his hand in a circle. Them time sort of went back. The dam was repaired and the water was behind it. They soon found themselves together as a group.

"Wow!' said Star

"No lie - has he ever turned into that guy before?" asked Kevin

"Nope. But with all that power, he's got to be the go-to hero from now on." said Gwen

Then Sevenseven flew in and grabbed Attea and started to fly off.

"No!" said Raff. Then Star, Gwen and the soldiers fired at Sevenseven.

"Tennyson, stop him! He's getting away!" said Kevin but Ben didn't do anything.

Star looked at Ben. "Ben?" said Star

Then Kevin snapped his fingers in front of Ben's face. "Hello? Anybody home in there?"

"Ben, come one. Sevenseven's getting away with the princess." said Gwen

"Ben, are you okay? Ben?" said Star in a worried tone.

Inside Alien X Ben was floating.

"This is awesome! Quick - how do I make something else happen?" Ben asked these two floating heads. One was a female face and the others was a male face.

"You are one of three." said the Female face.

"Weren't you listening?" said the male face.

"Yeah, whatever. Okay, team Alien X , let's move!" said Ben as he started to float away. But then stopped when he saw they were not moving.

"We are one of the most powerful beings in the universe." said the female face.

"Because we are the most deliberative." said the male face.

"Huh? Y-you mean the Earth is safe?" asked Ben

"No. How'd you get that?"

Then Ben floated back to them.

"I am Serena, the voice of love and compassion." said Serena

"And I'm Belicus, the voice of rage and aggression. You're supposed to be the voice of reason!" said Belicus

"Belicus and I have been locked in eternal argument."

"Yeah, that's great, but the Earth's going to be destroyed any minute." said Ben

"I feel sorrow. Billions of lives will be lost."

"Ah, they probably got it coming. Get it genius? We deliberate. Now you try it." said Belicus

"I want to know what happened to my girlfriend and friends." said Ben

"Seconded." said Serena

"Motion carried." said Belicus. Ben could now see what was going on outside Alien X.

Outside Alien X. Kevin was trying to put Ben into the car.

"Just bend or something." said Kevin. Then he opened the trunk and tried to put Ben in there.

"You can't just stuff him in the trunk." said Gwen

You're right. He doesn't fit."

"Seriously Kevin. He hasn't moved since he fix the dam. Maybe he's hurt or..." said Star worried about Ben

"Nah. He's warm. Maybe he's resting."

"The royal swatch!" said an Incursian soldier as he picked it up.

"Keep trying to wake him up. I can still track the princess." said Gwen as she grabbed the swatch. But soon after that they were teleported and appeared in front of Emperor Milleous.

"Raff, your career prospect are dimming!" said Milleous

"I almost drowned! I mean, Lord Emperor Milleous, light of the Incursian empire -" said Raff as Milleous put up his hand up.

"Get me Earth on the radio." Then an Incursian gave Milleus a mic. "People of Earth, your time is up." But the was no reply. "Bring me the royal detonator." Then the Incursian took the mic and gave him a box with a button on it.

"Don't do it!" said Gwen

Milleus laughed and pressed the button.

"No!" said Star

But the Earth didn't blow up. "Of course not. My daughter's still there. But the conquest ray did fire, now. Put the little pretty one up on the screen now." Then a different planet was shown on the screen.

"That is Pluto."

"Pretty?" asked Star

"It's a barren, frozen wasteland." said Gwen

A beam hit Pluto and then it exploded. "Was a barren, frozen wasteland." said Milleus

Star, Kevin and Gwen were shocked.

inside Alien X. Ben saw that Pluto exploded.

"He destroyed planet Pluto!" said Ben

"Pluto wasn't a planet. It was a dwarf planet." said Belicus

"I think it should have been a planet. Ben?" asked Serena

"I don't care! That guy's going to blow up the Earth!" said Ben

"Your so-called friends can take care of the Earth. Let them pull their own weight for once." said Belicus

"Now you're just being contrary." said Serena

"Says you."

"Let's make a decision here." said Ben

"We're not finished deliberating." said Serena

"No, I need to help now!" Then Ben activated the omnitrix and hit it, but nothing happened. "Come on!"

"Alien X doesn't do anything until it's put to a vote. We've already cut you slack 'cause you're new. But that's the procedure." said Belicus

"Okay. I move that you let me use the omnitrix."

""Is there a second?" But no one said anything. "Motion defeated."

"Good vote." said Both Belicus and Serena

"You see, until you showed up, Alien X was always in a deadlock, but now we've finally found a tiebreaker. How could we ever let you go?" said Serena

"Got that, genius? You're never changing back." said Belicus

Outside Alien X.

"He blew it up." said Gwen

"Look at the bright side - this should smooth out Neptune's orbit." said Kevin

"Yes, and Earth will be in even smaller pieces if Princess Attea isn't returned to me!" said Milleous

"That makes no sense!" said Gwen

"Gwen... evil dictator." said Kevin

"Earth can't even communicate with you."

" **Incoming message from Earth, your violent highness.** " said an Incursian over the loud speaker.

"What do I know?"

On the screan Sevenseven appeared on it and started to speak in an alien language.

"Well, I'm glad the princess is all right, but whoa! That is one big ransom he's after." said Raff

"Well, Attea is royalty. Have the funds transmitted." said Milleous

Sevenseven spoke again. Then cut the transmission.

"Fine. As soon as the princess come home, we're done." said Gwen

"You think so, huh?" said Kevin

"When Sevenseven delivers Attea, destroy him, destroy your prisoners, destroy their home world, and all is forgiven." said Milleous as he gave the box to Raff.

"Seize the prisoners!" said Raff

"Move!' said Kevin as Star, Gwen, and Kevin started to run. Kevin absorbed his tire. "Heads up!" Kevin upped and landed on Milleous and Raff. Raff let go of the box. Then bounced of them and grabbed the box and jumped on an Incursian. Kevin then ran to the car and started to drive off with Ben still in the trunk. and Gwen and Star in the car as well.

Inside Alien X.

"Belicus, Ben's upset. Let's at lest go back in session." said Serena

"Ohhh. "Ben, Ben, Ben." Why don't you worry about me for a change?" said Belicus

"Oh, you know I do."

"I propose we come to a vote on saving the world." said Ben

"That's new business, kid. We still got old business from before you showed up." said Belicus

"Well, hurry!"

"Of course. I would like to vote on tabled motion number 80,000,003 - to save the dinosaurs from extinction."

"He's against it." said Serena

"Just listen. I'm sure I can win you over."

"I saw we switch to new business till the Earth isn't in crisis." said Ben

"Seconded!" said Serena

"Motion carried." said Belicus

"I propose we teleport the Incursians a billion light-years away. Yes or no?" asked Ben

"No." said both Belicus and Serena

"Disable the conquest ray?"

"No.

"We have to do something."

"Well, we haven't heard arguments yet." said Serena

"Did you ever decide anything before?!

"Well..." said the both of them

"Oh, man."

outside Alien X. Kevin was driving around the ship.

"Can't the emperor just take his daughter and leave Earth out of this?" asked Star

The Incursian code - generally, if they don't enslave you, they wipe you out." said Kevin

"Look out!" said Gwen as Incursains got in front of the car. They started to fire as Kevin started to backup. He then turned and started to drive forward. More Incursains showed up and started to fire. They soon got out of the car.

"Ben!" said Star as she turned around and was going to go after him. Then Kevin stopped her.

"I'll cover you! Gwen stay back!" said Kevin. Kevin jumped and bounced around nocking out the Incursains. An Incursain punched Kevin then bounced the attack back at the Incursain. Then an Incursain blasted Kevin in the arm. "Burnin' rubber." The Incursain came up to Kevin. Then he started to cough as he smelled the burning rubber. Then Kevin punched the Incursain. Gwen fired a blast hitting a two Incursains that were behind Kevin. Star blasted a few Incursains then grabbed Ben. Then Kevin and Star headed back to Gwen. "I said "stay back"!" Then they started to ran.

"Yeah. I heard you." said Gwen

They turned the corner and saw the emperor Milleous, Raff and some Incursains. They turned around and started to run the other way. They were followed by the Incurains, Raff and Milleous. Soon they ran into Sevenseven and Princess Attea. Sevenseven was pointing a blaster at them and the Incurains gained up to them. Star placed Ben on the ground and she, Kevin and Gwen raised there hands. Sevenseven but away the blaster and then released the princess.

"Daughter! You're safe!" said Milleous as he ran up to Attea.

Sevenseven spoke in his alien language. As guns were pointed at Milleous.

Attea smiled. "Guards, seize my father!" said Attea

"Orders are orders." said Raff

The Incursains surround Milleous. "But why?" asked Milleous

"Sentimental old fool. After you paid my ransom, I offered Sevenseven twice as much to overthrow you." said Attea

"Actually, I have to respect that."

"So much for the great dictator. An since Earth isn't in harm's way anymore, we're done." said Gwen

"We're not done." said Kevin

Attea took the box from Gwen. Then she started to laugh evilly. "It's customary for a new emperor to celebrate with a show of force. Then end of your lively planet will make beautiful fireworks for my coronation." said Attea

Kevin then absorbed Sevensevens armor. "Nice armor." said Kevin then he punched Sevenseven. Gwen made a shield to block the Incursains blasts and Star was firing some magical blast at the Incursains. Kevin pushed Sevenseven to the wall. Then Sevenseven blasted Kevin into a wall. Then he turned back to normal. Gwen roundhouse Sevenseven. Sevenseven through a orb at Gwen's feet. Then it exploded. Kevin ran to Gwen. Sevenseven aimed his blasters at Gwen and Kevin. Star fired a blast a Sevenseven. Sevenseven started to blast Star. Star dodge the blasts and started to blast Sevenseven as she started to move closer to Sevenseven. Star then started to battle with Sevenseven in hand to hand combat. Then grabbed Star's leg as she tried to kick Sevenseven and tossed her to Kevin and Gwen. Star got up and raised her hands up. Once she saw that she was surrounded. Raff and a Incursain picked up Ben.

"This thing was formidable once. Throw it in the dungeon. As for these three, they tried to rescue me, so I spare them. Once I destroy your home world, you'll be the rarest specimens in my zoo."

Inside Alien X. Ben saw what was going on.

"You're supposed to be love and compassion. How can you let a whole world die? And you're supposed to be anger and aggression. How can you let bad stuff go unpunished? How can you both be so useless?!" said Ben in anger

"Useless?!" said Belicus

"We're the most powerful being in the universe. We change the vary nature of space and time." said Serena

"You don't do anything! Billions of live at stake, and you're all "oh, the procedure."" said Ben

Serena then started to cry.

"Now look what you did! Well, all right! I move we save the Earth! Happy?" said Belicus angry at Ben.

"No! Just let me out of here. I got nine other guys who can do it better."

"That's hurtful!" said Serena

outside Alien X. Ben, Star, Kevin and Gwen were in a cage in the room where they first appeared on the ship.

"Aim for the Molten core. I don't want any big chunks surviving." ordered Attea as two Incursains left.

Raff approached Attea. "Hail Lord Emperor Attea, light of the Incursain empire, destroyer of galaxies, keeper of the Conquest ray. All living creaturs -."

"Skip it. Let's see some conquest!"

Then there was a green light. "Swampfire!" said Ben as he turned from Alien X into Swampfire. Attea started to shake a little. Ben walked thru the bars. "Blowing up the world is for big kids only." Sevenseven blasted a hole in Ben's chest. But Ben regenerated. Ben then punched Sevenseven making his mask break. Then Sevenseven ran away as Incursains entered the room and started to fire at Ben. Ben fired a fire blast at them. He started to walk to Attea again. When an Incusain came up to Ben and started to cough and then collapse after smelling the smoke. "Now, that's just rude. I don't smell that bad, do I?" Then he was surrounded by Incursains and the started to cough and then collapse as well. "Fine! Give it here!"

"Oh, yeah? Who's gonna make me?" Attea asked as she pinched her noise.

"Attea." Then Ben and Attae saw Milleous enter the room holding a blaster. "Fun's over." Milleous walked over and grabbed the box from her. Ben then melted the bars holding Star, Kevin and Gwen. They left the cage and headed to Ben. "I'm proud of you, Attea. One day, you may very well dethrone me. Put her in Stasis jail, with her mother." Attea was then taken away.

Then Raff came up to Milleous. "Hail Lord Emperor Mill-"

"Silence, Raff! And as for you..."

Then Gwen toked the box away from Milleous. "Ha!" said Gwen

"No. We're done." said Kevin

"Really?"

Then Ben turned back to normal and Gwen gave the box back to Milleous.

"As reward for your assistance in this matter, the Earth is spared. You may go." said Milleous

Ben, Star, Kevin and Gwen were teleported back to Mr. Smoothy. In Kevin's car.

"Ben, what happened to you back there?" asked Star

"Well, no way am I ever becoming Alien X again." said Ben

"Why not? When it was working, you kicked massive butt." said Kevin

"Yeah. My most powerful transformation ever. But it isn't worth the price."

Then Kevin started to drive away.


	23. St O's

At Ben's house Star was in her room. Star was using her mirror to talk to her friend Pony Head.

"I just called cuz I have to say. Happy birthday on birthday day. Happy birthday on your birthday day. And there's a special delivery coming right right your way. Your favorite." said Star as she showed Pony Head the cupcakes.

"Wow!" said Pony Head

"Only the best for the best bestie a best bestie could have."

"Oh, my goodness. Thank you so much B-fly. I mean a princess such as myself could never indulge in such confections. But could you please donate them to the starving bartinders of Galafamor on my behalf."

"Did you bump your unihorn again?"

"Girl you know we can't receive packages here at St Olga's Reform School for Wayward Princesses." As soon as Pony Head said that Star screamed and ran dropping the cupcakes and hid under the bed. "B-fly?!"

Then Star came out from under the bed. "I can't stand to hear the name of that place." Star said as she walked back to the mirror

"Oh, please you got to be chill B-fly. I'm the one doing hard time here."

"I know, but if you weren't we could totally party it on. Rainbow Tea at the Dowagre Room, sliding down the Twisty Slopes of Zella Mountain, and then dancing all night at the Bounce Lounge."

"Oh yeah, girl that would be the best Birthday day ever boom!" Then the sound of a door opened where Pony Head was. "Oh no, I expressed my individuality. Then publicly shown an emotion. An that's my third strike." Then someone grabbed Pony Head. "Oh, no, no, no, please no, no! They are sending me to the solitary conform-ment chamber." Then the mirror turned off with Star in shocked what was happening.

"Pony Head! You don't disserve this."

Then Ben came in. "Star ready to see if there is new trouble that needs our help?" said Ben

"Help! I know someone that needs our help. Pony Head!"

"Pony Head? What does she need help with?"

"She needs help getting out of that prison."

"Oh, you must mean St O's..." Then Star to freak out again and went under the bed. "Sorry! I forgot you don't like hearing that."

Then Star got out from under the bed. "It's okay Ben. I'm sorry that I freaked out."

"So lets figure out that break out."

"But no one has ever escaped from there."

"Then lets call Kevin and Gwen for help. Kevin has been in the Null Void before. So he some experience."

"Or we could just use my dimensional scissors to go straight to her cell and her the heck out of there." Star opened a portal and then Ben and Star went thru. Then appeared a few miles outside of the school.

"I don't think this is Pony Head's cell." said Ben

"What I'm usually pretty accurate with these things. Let me try again" said Star. Then she tried to make a portal and then a another opened up right next to it. Star put her hand into it and it came out the portal next to it. "Okay, it looks like we can't use the dimensional scissors to get in there."

"So lets go see if Kevin and Gwen can help."

"Right!" Then Star opened a portal.

Kevin and Gwen were waiting for Ben and Star in Kevin's garage. Then a portal opened up in there. Then Ben and Star walked thru it.

"Looks like the love birds are here." said Kevin

"Nice to see you to Kevin." said Ben

"Hi, Gwen, Kevin." said Star

"Hello, Star." said Gwen

"So lets get this show on the road." said Kevin as he and Gwen started to head to his car

"We already have a mission." said Star

"Really?! What is it?" asked Gwen

"We are going to save my bestie Pony Head."

"Do you know where this Pony Head is?" asked Kevin

"Of course I know where she is."

"And where is it?" asked Gwen

"I can't say."

"Why not?" asked Kevin

"Star freaks out when she hears the place Pony Head is." said Ben

"You can tell them Ben. I'll just cover my ears." said Star as she covered her ears.

"St Olga's Reform School For Wayward Princesses." Once Ben finished Star pulled her hand from her ears.

"St Olga's Reform School For Wayward Princesses." said Kevin. Then Star started to freak out and ran around the garage.

"You had to do that Kevin. After she said she freaks out." said Gwen

"I didn't think she would freak out that bad. Why would she be scared of a princess's school?"

"Well Star is a princess." said Ben

"Wait, Star is a princess!" Kevin said in shocked

"Yeah, I kind of figured that out when Star said she was going to be queen." said Gwen

Star started to calm down. "You see my mom said if get out of line here on Earth. She will send me there." said Star with fear filled tone

"Don't worry Star we'll help your friend."

"Thanks, Gwen."

The four of them went thru the portal and returned were Ben and Star were before. Then another portal open then a carriage came thru. It stopped in front of St Olga's Reform School For Wayward Princesses. They saw Princesses exciting the carriage.

"Those must be new arrivals. If we could slip in with them. All we will need is a disguise." said Ben

"Radiant Shadow Transform!" said Star as her outfit changed. She was wearing a punk style dress with a eye patch.

"That's a good idea." said Gwen

"Radiant Shadow Transform!" Star blasted Gwen making her outfit changed. Gwen was then wearing a nice purple dress and her hair was no longer in a pony tail but hanging down. "Radiant Shadow Transform!" Then Star blasted Ben making his outfit changed. Ben was then wearing a green dress with a fake pony tail to make him look like he has longer hair. Kevin then started to laugh. "Radiant Shadow Transform!" Then Star blasted Kevin making his outfit changed as well. Kevin was then wearing a pink dress also having a fake pony tail. witch mad Kevin stop laughing.

"Why did you turn me and Ben into a guard?" asked Kevin

"I thought we could stay together easier this way."

"Okay, but why pink?"

"I was going to give you black but, then you laughed at Ben."

"Anyway its to late to change." said Gwen

"Yeah, we have to blend in now." said Ben

"Ben just so we are clear this never happened to either of us." whispered Kevin

"Same here." Ben whispered back

Then 4 of them got in line and started to follow the princesses into the school. Star was still scared as they entered. They stopped in the main hall as the Headmistress Ms. Heinous greeted the new students.

"Everyone of you is here for a reason." said Ms. Heinous then she started to walk to the students. "Too wild, too opinionated, too bubbly." she said as she pooped a bubble on princess blow. "As part of a noble lineage. You don't have the luxury of being an individual. So by the time I'm done with you. You will all be fixed. Every last one of you. Whether you from Pixtopia or Mewni." Ms. Heinous said as she touched on of Star's check marks making it freeze. "And don't even think about escaping." A princess took out a pair of dimensional scissors. Then Ms. Heinous grabbed them from her. "These are useless we have a Tramorfidian crystal in tower three. No rift can sustain itself within our walls, so you might as well cough up the scissors you smuggled in." Then all the princesses groaned as the pulled out their dimensional scissors and dropped them on the ground.

"It's totally hopeless." said Star as she was going to drop hers but Ben stopped her.

"We will need does to get out." said Ben

"Yeah, all we have to do is save Pony Head..." said Gwen

"Then disable that crystal." said Kevin

"That concludes your orientation. I'm confident that you will all become perfect princesses. One way or another." said Ms. Heonous as she left.

"Now to get every checked in so we can start sucking the individuality out of you." said Ms. Heinou's assistant

"I heard the first one checked in gets her own room." Ben said with a smile.

Then the princesses started to running and the guards started to run after them. When that was going on Ben, Star, Kevin and Gwen sneaked away. They searched around the place for Pony Head. As they searched Star was still afraid.

"Breaking out of here is going to be easy. After all it's just a high-surveillance prissy school." said Kevin

"I don't see what is so scary about this place?" asked Gwen

"Trust me it's worst then it looks." said Star still scared

The four soon entered the dormitory they started to look thru bars in the door to look for Pony Head.

"You know the rooms aren't that bad. Except they are still locked up." said Gwen as she looked into one of the rooms.

"Gwen don't you see what's going on here? Because I don't think you're see what I'm seeing!" said Star

Ben looked in thru one of the rooms. "Hay, Star I think I found Pony Head." said Ben

Star came over and looked inside. "Okay, now let blow the door down and get out of here."

"No, Star lets do this quietly. Kevin mind opening the door?"

Kevin came over and touched the handle and absorbed it. He then put his finger in the lock and started to pick it. The door then opened. Star entered. "I am here cause I have to say Happy birthday on your birthday day." said Star in a loud tone. Ben, Kevin and Gwen entered and close the door.

Ben covered Star's mouth. "Star, do you want to get use caught?!"

"Sorry. Hey, Pony Head. Hey it us we're here to break you out. So we can party."

Then Pony Head turned around and Star was shocked of what she saw. Pony Head looked different then when Star last saw her.

"My deepest apologies but I must abstain, as partying is for the unrefined." said Pony Head in a regal tone

"That's not the Pony Head I know and love."

"It's okay, Star." said Ben

Star walked up to Pony Head and grabbed her. "Snap out of it Pony Head! Snap out of it!" said Star as she shocked Pony Head a little bit.

"Would you care for some crumpets?" asked Pony Head

"See, this is what they do to you here."

"Relax, once we get out of here. We'll see if you can turn her back to normal." said Ben

Gwen went over to the fire place and grabbed some stuff.

"What are you doing?" asked Star

"I'm making a decoy so no one will find out Pony Head is gone till its to late." said Gwen

After Gwen made the decoy and set it up. Star grabbed Pony Head. The five of them left the room and started to sneak out.

"Escaping is inappropriate. Guards!" said Pony Head

"Shh!" said Star

"Guards! Guards! Guards! Yoo hoo, guards! Guards!"

A guard turned hearing Pony Heads call. Ben, Star, Kevin and Gwen started to run for it. Then they got to a room where all the princesses were sitting at tables holding tea cups and pretending to drink.

"Keep your pinkies at 90 degrees, more tea please. Keep your pinkies at 90 degrees, more tea please." said the Princesses over and over again.

"This is worse. Than my worst nightmare." said Star

"Okay, now I can see what you mean, Star." said Gwen

"Yeah this place is even starting to freak me out." said Kevin

"Keep your pinkies at 90 degrees." said Pony Head

"Why are you saying that you don't even have pinkies." said Star

"Come on." said Ben as he grabbed Star. After seeing a guard and ducked down behind a table. Gwen and Kevin hide behind a table near Ben and Star.

"He is right, on use. Are we going to blast are way out of this?" asked Star as she took out her wand.

"No we need some kind of distraction."

"Well I will tell you. They are not getting my individuality."

"That's it." Ben then came out from behind the table and picked up a cup and throws it at the guard and saying. "It's not criminal to be an individual! Come on! It's not criminal to be an individual!"

"It's not criminal to be an individual!" said a Pixie princess as she lifted up her cup and throws it as well. So the rest of the Princesses started to chant it as well and throw there cups as well. The guard started to run away as hot tea was being thrown at him. Then Ben, Star, Kevin and Gwen quickly left the room.

"Tee hee hee. He got scalded." said Pony Head

"She's laughing at an authority figure! I think the real Pony Head is coming back." said Star with a smile

In Ms. Heinous office.

Ms. Heinous was just told about the incident.

"An uprising. In my institution? Put St O's on full lock down and find the free thinker who initiated this. We will quell this uprising in it's infancy. Quell, quell. Is that right? Someone get a thesaurus." said Ms. Heinous

back with Ben, Star, Kevin, Gwen and Pony Head.

They were running down a hall. "Wrong way." said Ben as they ran into some guards and started to run the other way. They went into a room and barricaded the door. "We have to hide quick." The guards soon broke down the door and got into the room. They saw something behind the curtains. They went to pull the curtains and saw it was only a pair of shoes and with the guards distracted Ben, Star, Kevin, Gwen and Pony Head snuck out of the room.

With Ms. Heinous

The guards were putting the princesses back into there rooms.

"We've stifled the uprising. Soon we'll find those responsible and stifle them in the solitary conform-ment chamber. Here's our latest success story. The once wayward princess Pony Head. Is now a model student reborn." said Ms. Heinous assistant

"Yes, I'm glad we stifled the uprising. You know stifled isn't working for me either. Prepare the chamber I'm leading this princess hunt myself." said Ms. Heinous

Back with Ben, Star, Kevin, Gwen and Pony Head.

They soon entered a strange room.

"What is this place?" asked Ben

"I don't know." said Star

Then they heard the sounds of dogs barking.

"We got to move." said Gwen

Then they started to run down a hallway. With Ms. Heinous right behind them with a three headed dog on a leash.

"Down there." said Kevin opening a laundry shout. Then Star and Pony Head went down. Followed by Gwen. "Your turn Ben."

"You go, I'm going to distract her. I'll meet you guys up later." said Ben as he activated the omnitrix and hit it. ""Spidermonkey!" Then Kevin went down the shout. Ben shot a web blocking the hall and started to run. Ms. Heinous's dog destroyed the web.

"There she is." said Ms. Heinous. She and her dog were chasing after Ben. Ben then jumped over Ms. Heinous and shot web on to the dogs heads as well as Ms. Heinous. "Get her!" Ms. Heinous ordered as she tried to pull of the web on her face. Ben jumped of the guards as they tried to grab. Then one of the guard punched Ben from his side as he ran thru a intersections. Ben was sent into a wall. Ben then turned back to normal.

With Star, Kevin, Gwen and Pony Head.

Star and Pony Head got to the bottom of the shout. Then soon Gwen got down followed by Kevin. Star waited for Ben to come down. As time passed and Ben didn't come down she began to worry.

"Kevin were is Ben?" asked Star a little worried

"He is distracting Ms. Heinous." said Kevin

"What! Ben!" Star said worried

"Don't worry about Ben he can take care of himself."

"But if Ben get captured. We'll need to save him."

"A princess that misbehaves will be saved. In the solitary conform-ment chamber." said Pony Head.

Star looked and saw a poster and started to read it. ""Embrace a princess mentality, was away your individuality." Well embrace this." Star then picked up a stick and then started to hit the poster. Then after a few swings. Star started to cry. Then Pony Head went up to the poster and started to rip it with her horn. As Pony Head was tearing it up she was started to laugh. Then she looked back to normal. "Pony Head your back to normal." Then Star hugged Pony Head.

"Oh, you know it. Now lets go destroy something else. I don't care what it is." said Pony Head

"Pony Head these are more of my friends from Earth. Gwen Tennyson and Kevin Levin." Star said as she introduced Pony Head to them.

"Tennyson?! Isn't that the same name as Ben?"

"Yeah, Ben and Gwen are cousins."

With Ben.

Ben woke up looked into a chair.

"This dose not look good." said Ben as he noticed he was trapped in a chair. A hat came down from the sealing and landed on Ben's head. Some metal arms came out of the hat and kept Ben's eyes open. Then a video started to play.

Behind some glass Ms. Heinous and her assistant was watching.

"I can smell her free spirit through the safety glass. Full power!" ordered Ms. Heinous

Ben then started screamed in pain.

with Star, Kevin, Gwen and Pony Head.

They soon heard Ben scream.

"Ben! Heinous must have got him." said Star as her joy turned to sadness.

"Then what are we waiting for lets go save him. After all isn't he your best bestie?" said Pony Head

"No not anymore. Ben's my boyfriend now."

"Wait?! What?! When did this happen?" Pony Head said in a surprise tone

"I will tell you after we save Ben." Star said as she grabbed Pony Head.

"Right, good idea!"

"Now open that vent." Pony Head used her horn to unscrewed then vent. Then Star still holding Pony Head entered the vent. Then Kevin and Gwen entered after her. They crawled through the vent till they found Ben. Star blast open the vent and crawled out followed by Pony Head, Kevin and Gwen. "Ben, I'm blasting us out of here."

"Were did she get that wand?" asked Ms. Heinous as she watch what was happening in the room

Then Star morphed the hat into a giant butterfly. That flew off into the other room with Ms. Heinous. Kevin grabbed the metal restrains and absorbed them and broke them off. Star helped Ben up. He started to wobble then Star and Kevin helped support him. Then they left the room.

With Ms. Heinous

Ms. Heinous tried to shoe the giant butterfly away.

"Your cheeks." said the assistant

"No! No, stop it! Stop it! You saw nothing!" said Ms. Heinous as she covering her cheeks. As she ran into the chair that Ben was in as she held her eyes open.

With Ben, Star, Kevin and Pony Head.

The continued to run through the halls.

"I can see you're back to normal, Pony Head." said Ben

"Yeah, I can see you're staring to get back to normal as well." said Pony Head

"It's not criminal to be an individual! It's not criminal to be an individual! It's not criminal to be an individual!" the princesses in there room chanted over and over again.

"Wow, I can't believe it. But you must have worked some hmmm Earth magic on these girls. They are in it!"

"Yeah, you really started something Ben." said Star

"Well my work is not done yet." said Ben as he started to stand by hisself. "Fellow Princesses, they want you to be a rubber stamp princess. I say we stamp on them." Kevin picked the looks and opened all the door and released. Then they all ran through the hall and made it to the entrance. They forced the door open. "There's the tower."

"And it looks like we have company." said Kevin as dozens of guard surround them all. Kevin then knelled down and absorbed the stone. Kevin then started to attack the guards.

"It's hero time." Ben then activated the omnitrix and hit it. "Brainstorm!" Then Ben opened his head and fired a lighting strike at the guards.

"What just happened to Ben?" asked Pony Head shocked of what she saw.

"Let's just say Ben can turn into different aliens. I will explain more later." said Star as fire some magical blast at the guards.

Gwen was also in the fight by shooting her energy shot at them. Then soon the rest of the princesses joined into the fight as well. Gwen noticed they were robots after the pixie princess blasted off the head of one of the guards. "These guards at robots." said Gwen

"That gives me an idea." said Ben as he opened his head and then a wave was sent out. Then the guards stopped moving and started to fall down.

"Okay, what's happened with the guards?" asked Pony Head.

"I don't know who did this." said Star

"I did! After finding out the guards were robots. I send out a electromagnetic pulse. Witch disabled the guards." said Ben

"Okay, then all we need to do is take out that crystal." Star said as she extended the handle and hold it like a bazooka as she aimed for the tower. "Raspberry Panzerfaust!" the magical blast fired out and flew into the window hitting the crystal.

"You might want to move." said Ben as he moved out of the way as the tower started to collapse. Star and Pony Head moved out of the way as well. As well as the others that were in the way of the towers fall. Then bright colors started to blast out from the tower. Ben, Star, Kevin, Gwen and Pony Head meet up as Star opened a portal with her dimensional scissors. As Ben retuned to normal.

"Let's get out of here." said Star. Then they noticed the princess were partying and were surprised by it. "Well, time's a wasting! If we hurry, we can still catch DJ Jump-Jump's set at the Bounce Lounge."

"Girl, I ain't going nowhere. The Bounce Lounge ain't got nothing on this party." said Pony Head

"But, what about your birthday day."

"And you gave me the best gift ever. And it's called "Getting me my grove back"! Look at me! It's back." Then Star and Pony Head hugged.

"So, you're going to stay here?"

"Oh, I gotta! I can't let what happened to me happen to anyone else. Right, Ben."

"You know it!" said Ben

"Okay Ben, I conquered my biggest fear and grew as a person, yadayadayada, let's get out of here!" said Star as pushed both Kevin and Gwen through the portal. Then She grabbed Ben brought him through the portal.

With Ms. Heinous

She took her hands away from her eyes. "There, all better." said Ms. Heinous as she checked to see it the thing on her cheeks were gone. then she noticed she still had some web in her hair from earlier. She went to the library and use the web in a potion. It turned green. Ms. Heinous looked in a book and saw that green means the Earth dimension. "I will find the rebel rousers responsible and annihilate them. Annihilate! That's the verb I've been looking for."

AN: Thanks for over 10,000 views


	24. Darkstar Rising

Ben, Star, Kevin and Gwen were diving around in Kevin's car. They stopped at warehoused and got out.

"Ben, you sure this is the place?" asked Kevin

"That's what the tip said." said Ben

"Yeah, that's what worries me. You don't get tips. I get tips. You got no connections."

"Come on, Kevin. I got connections."

"Yeah, like who?"

"Um - uh - like Gwen?"

"It's true. He does know me." said Gwen

"A lot of support there, Gwenn. Thanks."

"We could just go take a look and see." Then Gwen made stairs and Ben, Star, Kevin and Gwen walked up them. They looked through a window and saw Forever Knights.

Kevin tough the roof and absorbed the stone. "Forever Knights." said Kevin

"Up to no good as usual." said Star

"Showtime." said ben as he activated the omnitrix and hit it. "Chromastone!" Then Ben jumped thru the glass braking it. Then Kevin, Star and Gwen followed. "All right! Nobody move!" But the Knight's kept working.

"Hey! Did you guys hear us?" asked Kevin

"I don't think so." said Gwen as her arm went through a Knight.

"What are these?" asked Star

"Holograms." said Ben

"Good guess." said a voice. Then the thing in the building started to flicker and then disappeared. Then someone reviled himself. "Magister Gilhil of the Plumbers. Magister Prior Gilhil. I'm the commanding officer of this entire quadrant. You're all under arrest for impersonating officers of the law." said Gilhil as he showed his badge.

Ben then turned back to normal. "Under arrest for what?!"

"Impersonating a Plumber. We're the only law-enforcement organization recognized by all signatories of the Milky Way treaty. That makes what you've done an interstellar class felony."

"Sounds bad." said Kevin

"If I were you, I'd keep my big mouth in check."

"If I were you, I wouldn't threaten a guy who could kick your can halfway up the street and back."

"You felling froggy, son? Then, jump."

Gwen grabbed Kevin's shoulder. "And if you're feeling smart, don't." said Gwen

"Ribbit." said Kevin as he swung a punch at Gilhil. Gilhil grabbed his fist. Then he grabbed Kevin and tossed him across the room.

Gilhil walked up to Kevin who was still on the ground. "Stay down, son." said Gilhil. Kevin got up and absorbed the metal and punched Gilhil a few times. "Much as I'd enjoy going a few more rounds with you, I don't have time the time." Gilhil pulled out a blaster out and fired it wrapped around Kevin and lift him up into the air. Ben then activated the omnitrix. "Don't." Gilhil said aiming the blaster at Ben.

"Do." said Star with her wand at the ready. Gilhil fired and then Star fired at Gilhil's blast. Ben then hit down the omnitrix.

"Goop!" said Ben. Then Ben ran at Gilhil and started to wrap around Gilhil making him unable to do anything. "You want to talk? Let's talk."

They went up to the roof.

"I don't see why we got to talk to him." said Kevin

"Because I'm the Plumber officer in charge for this whole section of space." said Gilhil

"Then, you know we're the good guys." said Ben

"What I know is that over the last couple of months, I've gotten several reports of you kids passing yourselves off as Plumbers."

"Our grandfather was a Plumber." said Gwen

"Max Tennyson. He was a good man. But that doesn't make you Plumbers. And you. You two don't even have a claim by Blood." Gilhil telling that part to Star and Kevin.

"Yes, I do. My father - my real father - was..." said Kevin as he stayed silent of a moment.

"Kevin?" asked Gwen

"Nothing. Never mind."

"The point is, there's a reason we shut down Plumber operations on Earth five years ago. After Vilgax was destroyed -" said Gilhil

"You mean after I destroyed him." said Ben

"Credit due. But Earth is a backwater level-2 planet. Without an imminent threat, I can't allow Plumbers' resources to be wasted here. I've got over 300 inhabited planets under my watch."

"Look, Magister - can I call you "Magister"?"

"The other Plumber we met was named Magister, too -Magister Labrid." said Star

""Magister" is a rank, not a name. You pretend to be Plumbers, but you know nothing about the job."

"We never pretend to be anything." said Gwen

"Aliens are attacking our planet. We're just fighting to keep it safe." said Ben

"I've read a number of reports on your activities. There is no evidence of significant alien activity here." said Gilhil

"We've seen them! I wrecked on of their ships."

"I've assigned a new magister to this region. He'll check in on Earth sometime in the next few months. If you have proof, present it to him and let him take care of Plumber business."

"A few months?!"

"I'm inclined to give you kids a break. Ben, you wear the omnitrix, so you already have special dispensation. The Galvin have requested that you not be interfered with in minor matters. Star you're a princess, so you have some dispensation as well. And the reports I've read indicate that, as you say, you've never impersonated a Plumber. But you..." Then Gilhil looked at Kevin.

"Yeah? What?" asked Kevin

"...you've got a record. You've done time in the Null Void for a variety of crimes."

"He's changed." said Gwen

"He did his time." said Star

"He's been helping us." said Ben

"He's been impersonating a Plumber. Give me the badge you stole." said Gilhil

"Don't take my badge, man. Please." said Kevin

"Now! Or you're going back to the Null Void." Kevin then took the badge out of his pocket and gave it to Gilhil. "Thank you." Gilhil pressed it and it went black. "You're free to go. But if you ever get involved in Plumbers' business again, I don't care what Azmuth says or if your a princess... you're all going to the Null Void. Even you, Ben and Star." Gilhil pressed a button on his suit and he disappeared.

"Is that it? Is this the end?" asked Ben

The next day at Mr. Smoothy.

Ben brought smoothies over to the group as he started to drink a smoothie. "Cheer up. Mr. Smooty makes everything better." said Ben. Then Star grabbed her smoothy. Ben gave a smoothy to Kevin. He started to drink it.

"Ugh. How does turnip-and-wheatgrass sludge make anything better?" asked Kevin

"Well, I like it. Besides, it's also got ginger in it."

"Oh, ginger. That solves all our problems."

"Seriously, Ben. Magister Gilhil pretty much just put us out of business. What at we going to do?" asked Gwen

Then Ben and Star took a seat on Kevin's car. "We're going keep doing what we've been doing - find the aliens, fight the bad guys." said Ben

"He said he'd put us in the Null Void."

"He also said Plumbers never come around here anymore. We'll worry about it when - or should I say - if he ever shows up again. "

"He took my badge!" said Kevin

"Badges? We don't need no stinking badges!"

Then Kevin grabbed Ben by his shirt. "You think this is a joke?!"

"Kevin, let him go!" said Star and Gwen

Kevin then let Ben go on his car. "Dude!" said Ben

"I want to be a Plumber, okay?! When I was little, my mom would tell me stories about my dad, how he was a Plumber and he did all this cool stuff." said Kevin

"I never met your dad." said Gwen

"Me either. But I still want to be like him."

"That's why you know so much about the Plumbers and alien technology and everything."

"It's why I agreed to help you guys in the first place. Mostly." Kevin opened his car door. "I need my badge back, Ben. It's the only thing that matters." Kevin got into his car and started to drive off as Ben got off.

in a unknown location.

DNAliens heard a sound and then talked in a alien language. Then from the shadows a guy wearing black and metal came out. The DNAliens started to fire goo at him. The guy fired black beams at them. He continued to walk after he nocked out the DNAliens. He ripped the door of as more DNAliens came to the door. The DNAliens fired at him but he soon fired back. A DNAlien tried to attack him from the back but was quickly tossed a side. He soon found himself in front of a Highbreed. "Who are you?! What insignificant alien speck dare to enter the command center of a Highbreed lord?! It doesn't matter. Dead men don't need names." said the Highbreed as he slapped the guy through a wall. The man lifted a piece of the wall.

"Nice shot. You're just a strong as I'd heard." said the man. Then he through the stone at the highbred. "That's it. Show me all of your power." The man blasted him. Then started to be in pain. "Give me your strength." He then stopped after a little bit. He then turnd over the highbred.

"What... do you want from me?"

"I want to make a deal."

At Kevin's garage Kevin was working on his car. Then soon Gwen walked in.

"Who's out there?" asked Kevin as he was coming out from under his car.

"Me. I brought you something to drink." said Gwen

"Yeah. Thanks, anyway. I -"

"It's not a smoothy. See? Regular soda." Gwen said showing him.

"Yeah. Okay." Kevin said as he took the soda and started to drink.

"I just wanted to see how you were doing."

"Fine, you know. Listen - I don't want to talk about my dad."

"Never crossed my mind. I brought you a present." Gwen said as she held a bag. She took a small wooden ball out and tossed it to Kevin.

Kevin grabbed to wooden ball. "What's this?"

"A wooden ball. Absorb it." Kevin absorbed it and his fist became wood. "How about this one?" Gwen the through a ball bearing. Kevin grabbed it and absorbed it. "It's a ball bearing made of... I don't know, ball-bearing stuff."

"Stainless steel."

"I brought you a whole bag of them, all made of different materials. That way when we're in a fight, you can change to whatever you want." Gwen then gave the bag to Kevin.

"Thanks, but it doesn't really work that way. I need a lot of whatever I'm copying."

"Oh."

"And what makes you think I'm still helping you guys, anyway?" Kevin but the balls back into the bag.

Gwen grabbed Kevin's hand as it turned back to normal. "Because you've changed."

"Maybe, but I'm still on parole. That magister can put me back in that Null Void any time he wants."

The got close then a Highbreed destroyed a wall. "Human scum! I will cleanse the world of your filth!" said the Highbreed

"Looks like I picked the wrong day to give up fighting monsters." Kevin then absorbed the metal of his car.

"It's a Highbreed. Ben says they're to strong for us to fight." said Gwen

"Well, Ben ain't here." said Kevin. Then he ran up and absorbed the stone floor. Then Kevin jumped up and punched the Highbreed. The highbred kicked Kevin into his car. Gwen fired some energy at the highbred and wrapped him up. The highbred soon broke free. Gwen fell to the ground. The Highbreed was about to attack her. Then she made a shield.

The Highbreed continued to punch the shield. "That won't save you, human!" said the Highbreed as he shattered the shield. Then he was about hit Gwen but Kevin got in the way and took the punched. The stone around his body was destroyed. Then someone grabbed the highbreeds arm. He looked back and saw Ben transformed into Humongousaur.

"Hey, ugly! Why don't you pick on somebody your own size?" said Ben. Then he tossed the Highbreed through the roof and was send in to the road. Then Ben, Star, Kevin and Gwen ran to were the Highbreed landed."I wouldn't if I were you." Then the Highbreed roared. Then a light appeared. Then Gilhil showed up.

"Didn't take you kids long to get yourselves into trouble again, did it?"

"Us?! We were just..."

"Attacking me for no reason." said Highbreed

"He's one of the aliens we told you about. He's attacking the Earth!"

"Sure, kid. How about some proof?" said Gilhil

"They attacked me for no reason. They said they were Plumbers." said the Highbreed

"I've heard of enough. You four are under arrest. And you. I don't know what's going here, but I'm going to find out. You're coming with me for questioning." said Gilhil

"I beg to differ." said the man dressed in black and metal as he walked up. "Nobody's going anywhere. Not until I make your power my own." He fired a blast at them. Gwen put a shield to protect her and Star.

"Why me? You promised that if I helped you..." said the Highbreed as he passed out.

"I can't be trusted." The man continued to blast them as Kevin and Gilhil passed out. Ben started to grow and headed towards the man. "I'd almost forgotten how strong you are... Ben." Then he intensified the blast making Ben be pushed back. Then Ben turned back to normal. Ben was then sent to his knees.

"Who are you? How did you..." said Ben then he relived who it was. "Gwen, Star run!"

"What?!" said Gwen

"You' got to get away! You're our hope! Run!" Then Ben passed out. Gwen made the shield into a blast. But it didn't do anything. Star gave Gwen her wand. Then Star charged at the man, as Gwen ran away. The man blast Star. "You can't run forever, lovely Gwen. I'll have my revenge on you, too." Then soon Star passed out. "But first things first." Then man then transported them to a new location.

With Gwen.

As she ran away she was on attacked by Buff Frog.

"Give me the wand and you won't hurt you." said Buff Frog

"I won't let you tack Star's wand." said Gwen as her hands started to glow purple.

Buff Frog charged at Gwen. Gwen made a shield to stop the attack. Then Gwen soon used the shield to push Buff Frog back. Gwen then fired blasts at Buff Frog. Buff Frog was knocked back. Then Gwen fired a blast it wrapped around Buff Frog and Gwen flung him away.

At the building were the man was holding Ben, Star, Kevin, Gilhil and the Highbreed.

"I don't understand what's going on. That's the guy who tipped me off that you were impersonating Plumbers." said Gilhil

"And he scammed big ugly, too." said Kevin. Then Highbreed snarled. "Well, he did. Don't snarl at me."

"Star why didn't you run?" Ben asked Star.

"I did it, so Gwen can find us." said Star

"How?"

"I gave Gwen my wand." Star whispered to Ben

"I see good idea. I also know who he is."

"Do you really?" asked the man as walked up to them.

"You had to be somebody who knows all about the Plumbers and the Highbreed. But most importantly, you have to be someone with a grudge against us. Why don't you take off the mask dopey mask, Michael?"

"Wait. That's Michael Morningstar? The creep who tried to steal Gwen fro- Who - who stole all his powers from those girls at his prep school?"

"That guy again." said Star

"When you ruined my plan, you nearly destroyed me. But over the weeks, my powers returned stronger than ever. And so did my hunger. My old method of feeding sufficient." said Michael

"High-school girls too tough for you, huh?" asked Star

"To the contrary. I need more power than they can supply. Michael Morningstar no longer exists." He took oh his helmet reviling his face. "Now I am Darkstar."

"Ugh!" said Ben, Star and Kevin

"You did this to me, and you will feed my hunger!" Darkstar said as he blasted the five of them. "I will take your strength and make it my own until you have no more to give."

"If you could reach your omnitirx - maybe Alien X." said Kevin in pain

"No. If he absorbed all of that power, nothing could him!" said Ben also in pain

"Eventually, I'll have it all, anyway."

Gwen entered the building. "Michael!" said Gwen. Making Darkstar stop and saw her. "Ew. I swear you were better-looking when we used to go out."

"Laugh while you can. I've got the power of your teammates, plus the Highbreed and the Plumber. How could you possibly hope to defeat me alone?"

"Who said anything about "alone"?" Then DNAliens started to enter the building. "They're pretty mad about you kidnapping their boss." Then the DNAliens started to attack Darkstar. Darkstar started to blasted the DNAliens, but the DNAliens continued to attack Darkstar. Gwen sneaked around as Drakstar was attacked the DNAliens. Gwen fired the device that was holding her friends. They fell to the ground. Kevin absorbed the chain he was in and broke free. Then he broke the chains of Ben, Star and Gilhil.

"Thanks, kid." said Gilhil

Gwen then gave Star back her wand.

"What about me?" said the Highbreed still tied up.

"Hang in there." said Ben

Darkstar continue to fight DNAliens. "Too many... to absorb! said Darkstar

"And the bad news keeps on coming." said Gwen as she made a shield and ran into Darkstar. Ben activated the omnitrix and turned into Echo Echo. Then he send a sound wave at Darkstar. Then Star blasted him up into the air. Then Ben turned into Spidermonkey and kicked Darkstar down to Kevin. Who punched him back into the air. Ben then turned into Jetray and blasted Darkstar to the ground.

Ben then turned into Humongousaur. "Nighty night!" said Ben as he landed on Darkstar. Gwen put a shield around Her, Star, Kevin and Gilhil. They noticed that the Highbreed and the DNAliens left.

"The Highbreed is gone." said Star

"The DNAliens must have sprung him while we were fighting." said Kevin. Ben then turned back to normal. "You okay, man?"

"Tired." said Ben. He was about to collapse. When Star caught him and helped him to the ground.

"I got you! Just sit down and catch your breath." said Star

"Is he okay?" asked Gilhil

"Everything... spinning... going dim... need... smoothy." said Ben weakly

"He's fine." said Star as she still held Ben

Later after Ben got better outside of the building. Darkstar was tied up.

"You sure that rig will hold him?" asked Kevin

"It's level-6 technology, son. He isn't going anywhere but The Null Void." said Gilhil

"What about us?" asked Ben

"I've been giving that some thought. You guys made a difference today."

"And?"

"Maybe I don't need to reassign good men to this quadrant. Maybe they're already here."

"What's that mean?" asked Kevin

You've been drafted. Here's your badge back." Gilhil said as he gave Kevin back your badge. "And here's one for you." Gilhil gave Gwen a badge. "Also you." Gilhil gave a badge to Star. Ben held his hand out. "Don't push it, kid. You've already got the omnitrix. As of now, you're the only law in the quadrant. Do a good job." Then Gilhil pressed a button and then him and Darkstar disappeared. Kevin then started to walk away.

"Hey, where are you going?" asked Ben

"I got to tell my mom."

At Ludo's castle.

"So you're telling me that the wand was in someone else's hands and you failed to get it." said Ludo

"Yes master, I didn't know she had magic powers" said Buff Frog

"Go to your room." Buff Frog went to his room. "What should I do with him? Take away his milkshakes."

"Seriously! If he came her and told us about the wand not being in Star's possession. We could have gotten the wand. And what's to say he won't do this again or if he did succeed he could have kept the wand for himself. I think you know what you have to do." said Toffee

Soon Buff Frog was thrown out of the castle.


	25. Alone Together the Other Side

In a warehouse Ben, Star, Kevin and Gwen were fighting a Highbreed. Ben hided behind a crate as the Highbreed was attacking him by firing his fingers. Star then fired some magical blasts to get the Highbreeds attention. The Highbreed started to attack Star by firing his fingers at her as well but they hit a pole she was behind.

"It's trying to run! Cut it off!" said Star

Kevin jumped on the Highbreed but was quickly knocked off by the Highbreed. "I got it covered!" Ben said as he charged the Highbreed as he dodged the Highbreeds attacks. He activated the omnitrix and hit. "Echo! Echo!" Then Ben duplicated and surround the Highbreed. "Going somewere?" asked on of the Bens. Then the Highbreed knocked a side two of the Bens and jumped. Kevin got up and the Highbreed landed right behind him. But before the Highbreed could attack Kevin the Highbreed was attack by orbs shot by Gwen. Kevin then absorbed the stone floor and then punched the Highbreed. Sending him to the ground.

"Nice going, Mr. "I've got it covered."" said Kevin

"Hey I'm all over it." Then all the Bens jumped on the Highbreed as it was getting up knocking him over.

"Don't touch me, creature!" said the Highbreed. The Highbreed got up with the Bens still holding on to him. Then the Highbreed walk to a round device that looked like it was made by quarts crystal.

"Don't let him get in that thing. It's a teleporter pod." said Kevin. Then he broke of a piece of the stone and thru it. It hit the teleporter pod and it started to activate. A blue portal appeared and then it zapped the Highbreed and Ben who was still holding on to the Highbreed.

"You damaged the transmission field!" said the Highbreed as him and Ben were sucked in.

"Ben!" said Star in a worried tone.

"What happen to Ben?" asked Gwen

"He got teleported somewhere in the galaxy." said Kevin

"So you mean Ben could be anywhere." said Star

"Yeah!"

"And don't forget he is with the Highbreed." said Gwen

"Yeah, that too."

"Could you get the teleporter to work so we can follow Ben?" asked Star

"I will what I can do."

A few hours later Kevin was still trying to get it to work as Kevin was working Star was reading a book of hers. Gwen then walked up to Star.

"What are you reading?" asked Gwen

"It's about Mewnipendance day." said Star

"Mewnipendane day? Is that a holiday from where your from, Star?"

"Yeah, it's today. So I thought I would ready about it."

"So what is Mewnipendance day about?"

"It's to celebrate the victory in the war against the monsters."

"Really."

"Yeah, but with what I have been through. You know with the dragon and Helen and Manny, but now I'm not sure anymore."

"What do you mean?"

"It just before I meet Ben. I would have attack the dragon and Helen and Manny attacked any alien they saw. I might have done that with monsters, but know I don't."

"You know a wise man once said "Ones who don't learn from the pass are doomed to repeat it.""

"Thanks Gwen."

Then a portal open and then Ludo and his monster came thru.

It's Ludo." said Star

"Quick get the wand." said Ludo. As his monster started to charge them

"We can't let the teletporter get destroyed." said Kevin as he absorbed the stone floor and Gwen's hands started to glow purple. Star blasted some of the monster as well as punched an kicked some monsters as well. Kevin started to punch some of the monsters. One of the monsters tried to slash Kevin but it didn't hurt him at all. Kevin smiled and he upper cut then monster. Gwen fired energy blast at the monsters. Gwen even grabbed some monsters with an energy beam and through them into other monsters. Soon all of Ludo's monsters were unable to fight.

"You idiots!" said Ludo as he made a portal. "Get in we're leaving." Then the monsters got up and went thru the portal and then Ludo left and the portal closed.

Then Kevin went back to working on the teleporter. "Everything looks fine, but I can't make it work." said Kevin

"We've got to fix it, Kevin. We have to go find -" said Star. Then the teleporter started to work. Then Ben came through. "Ben!" Star ran up and hugged him. Gwen and Kevin followed Star but they let Star and Ben have their moment. Then walked up.

"You gave us a big scare." said Kevin

"Where's the Highbreed? Did he get away?" asked Gwen

"I doubt it." said Ben

At Ludo's castle.

"I can't believe we failed." said Ludo

"Yes, but we found out. It's not only that Ben kid that has powers." said Toffee as he looked thru the photos he took during the battle. "This must be the girl who Buff Frog told us about. And this boy has the ability to absorb any material. We might have not gotten the wand but we did learn a lot more about Star's friends."

AN: Just so you know the events with Ben and the Highbreed is the same as it was in the episode so I decided to write about the events with Star, Kevin and Gwen while after Ben was teleported to the other planet.


	26. Good Copy, Bad Copy

At one of the Forever Knights castle. Knights were run into the castle as the started to close it up. Soon after the closed the door something started to bang on the door. One of the Knights was scared as the banging continued. Then the door was punched through by a Vaxasaurian.

"Forever Knights!" said the Vaxasaurian. As he slapped the Forever Knights knocking them out. He then went up to one. "Answer me. Where is he?"

"Why ask what you already know? Are you testing us?"

The Vaxasaurian grabbed the Knight and pressed him agents the wall. "I test your will to live. Now, for the last time..." Then the Vaxasaurian turned into Ben. "Where is Ben Tennyson?"

Kevin and Gwen were driving in Kevin's car. Gwen's had an object as her eyes and the object was glowing.

"Tracking Ben like this feels weird, Kevin." said Gwen

"Your idea. All I know is there's a lot of alien-com traffic, and Tennyson's name keeps coming up." said Kevin

"Was there anything about Star?"

"No, nothing about Star or anything of a girl with him."

"That's strange. Getting something. Make a left." Kevin turned left. They soon got to a castle and they saw it was on fire. They left the car. "Wow."

"Gwen, up there." Kevin said as he saw a Aerophibian flying away.

"Ben! Hey!" Gwen Shouted

They soon heard some groaning and saw a Forever Knight beat up an laying on the ground. Kevin and Gwen ran to him. "Ben 10 has shown no mercy." said the Knight

"Well, what did you do?"

"Nothing. I swear on my order. He's ruined three of our castles in as many days."

Kevin then looked to Gwen and she said. "First I've heard of it."

"They say at court that the cursed Ben 10 has even attacked a hive of DNAliens." Then the knight passed out.

"Your cousin took out a whole hive? Come on! He doesn't have the guts." said Kevin

"You mean, it's not like Ben to go on a mission like that alone."

"Okay."

"Why is he keeping secrets from us? Also were is Star? Ben is like always with her."

At Ben's house Ben and Star were studying with the help from Julie.

"You get it, Ben and Star? The kid weighs 25 kilograms, 3 meter per second, 2 meters from the center of the merry-go-round." said Julie as she Ben and Star were eating Chili Fries

"What? Julie, wait. I better write this down." said Ben

"Same here, I better write it down as well."

Then Kevin and Gwen walled in to the house.

"Congratulation, Tennyson. You're finally putting the omnitrrix to maximum use - you know, clandestine butt-kicking-wise. You-" said Kevin then Gwen elbowed him.

"What are you talking about?" asked Ben

"Nice try. We say you as Jetray flying away from a battle." said Gwen

"Look, me and Star have been studying all week for a physics test tomorrow. It's our worst subject."

"Maybe you're not really studying."

"Wait. Considering the aliens and weird transformations and stuff Ben and Star deals with, there could be any number of explanations for what you saw." said Julie

"You saying you can vouch for his whereabouts?" asked Kevin

"No. I got here a few minutes ago."

"I can Ben was here and we were studying, but he did went out to get some chili fries." said Star

"They study, and I come over to help them review - not that they are actually acing the review."

"We're getting better."

"You two are making a real effort."

"With grandpa Max gone, we've got to rely on each other. If you've got a secret, you should spill it - now." said Gwen

"I swear, Me and Star have been all about calculating the angular momentum. If I don't pass, my mom will ground me, which means minimal hero time and even less time with Star out of the house. You do the math. 'Cause, apparently, I can't." said Ben

"I believe him. When you lie, your left eye twitches. But who knows? Maybe you've been blacking out and sleepfighting." said Kevin

"Just like Star did that one time. Is the omnitrix making you attack your enemies in your sleep?" said Gwen

"If we're going to discuss this, I need more chili fries." said Ben as he went for some fires, but they were all gone. "You two ate them all."

"What? they're delicious." said Star. Then a floating Eye came into the room. "Not again." Star open a portal and pushed the eye in it.

"What was that?" asked Gwen

"It's a All Seeing Eye. It's to let the monster know that the royal family is always watching. This like the 15th eye I found and had to send back. So Ben's parents don't find out."

At Ludo's castle. Ludo was in a rage.

"She sent back another one." said Ludo in an angry tone

"Yes, could it be possible that she knows we are trying to spy on her with the All Seeing Eye." said Toffee

At the Burger Shack. Ben entered and walked up to the counter.

"You disgust me. You, this miasma you call food, its foul-smelling, oily digestive preparation. Everything human reeks!" said Ben

"Yeah, probably the onion." said the person behind the counter.

"All the same, I find myself craving the entire putrid experience. It must be in the DNA." Ben said as he ate. Then he left.

The another walked in and walked up to the counter.

"Chili fries." said Ben

"Careful, kid. Those double portions catch up with you." said the person behind the counter.

"Excuse me?"

"Friendly advice. Take it or don't." the guy said as he gave Ben his chili fries.

Outside Star, Kevin and Gwen were waiting in the car.

"Here he comes." said Gwen as Ben came out.

Ben burped. "I sicken myself." he said then he activated the omnitrix and hit it and turned into a necrofriggian. He then started to fly away.

"What the heck?!" said Kevin as he started to follow him. As Ben came out of the Burger Shack.

"Guys?!" said Ben as he ran after them. Then he stopped running and activated the omnitrix and hit it. "Big Chill." Then Ben flew off after them.

At a Forever Knights castle. Kevin drove up to it as the Necrofriggian was fighting a the Forever Knights.

"Where is Ben Tennyson?" asked the Necrofriggian. Then he froze the Knight. He was blasted in the back as more Knights charged at him.

"Attack!" said a Knight

Star, Gwen and Kevin who absorbed some rock, ran to help. Star kicked a Knight out. As Kevin knocked a Knight off into the water. A Knight was about to blast Kevin, but Gwen grabbed the blaster with an energy beam and tossed the gun away and blasted the Knight. Star blasted another Knight and the Necrofriggian froze the last Knight.

"Ben? Are you feeling okay? You kind of took off without us back there." said Star a little worried.

The Necrofriggian went up to Star and grabbed her. "You - you know of Ben. Where is Ben?"

"Ben what's wrong with you? Please change back? Let's go home." Star said worried

The Necrofriggian let go off Star and turned into Ben. "Yes, it is I, Ben Tennyson. Transport me, Ben 10, to my domicile. There are grave matters there of a personal nature to which I, Ben 10, must attend."

Then Big Chill caught up to Star, Kevin and Gwen. "Thanks a lot, guys." then He landed. "You left me." Then he noticed there was another Ben. He turned back to normal. "Uh, who's your friend?" Star was shocked off what she was seeing

"Ben Tennyson? A most difficult creature to find. But I must see you. I am Albedo of the Galvin." said Albedo

"A Gray Matter? Kind of tail."

"I am the builder of the omnitrix. I must have it back. Your days as Ben 10 are at an end. Remove your omnitrix and return it."

"Wait, Albedo. I thought this was the only omnitrix in the universe."

"Anyway, Ben told me a guy named Azmuth built it." said Star

"Azmuth is a liar." said Albedo

"But the DNAliens, the Highbreed - I'm supposed to save the world with it." said Ben

"It is incomplete and prone to catastrophic malfunction."

Ben tapped the omnitrix. "Not lately."

"You have great, or by now you would have ripped a hole in the fabric of the universe."

"He could be a Highbreed trying to trick you out of it." said Gwen

"Maybe. Why don't you show your face? It feels a little crazy talking to myself." said Ben

"Yeah, this is weird." agreed Star

"If only I could. I am stuck in a sticky, sweaty, noisy, hungry, hairy, smelly teenage human body, constantly craving chili fries and scratching myself in places I suspect are inappropriate!" said Albedo

"Wow. He really is you." said Gwen

"You see, your DNA is encoded as the default in your omnitirx. Mine synchronizes across space and time with yours. You have become my default as well."

Kevin then walked up to Albedo. "Well, which is it? Do you want to watch to fix it or to keep the universe from falling apart?" asked Kevin

"Uh, both!"

"Since you built the omnitrix, tell me how it comes off." said Ben

"Yes. I trust you are versed in the practical applications of eight-dimensional quantum-gravity monopole equations." The Albedo's left eye twitched.

"It really does twitch when I lie."

"Told you." said Kevin

"Very well. There are other ways to disarm you." said Albedo. Then he pussed Kevin and activated his omnitrix and hit it and turned into Jetray. Flew and grabbed Ben. Albedo started to carry Ben away. Then Ben used his omnitrix.

"Humongousaur!" said Ben. Then Albedo dropped Ben into the water. He flew back and started to fire his eye lasers at Ben. Ben started to climb the castle as Albedo was firing at him. Ben made it to the top and Albedo hit Ben with a laser. "Hey! That really stings." Ben grabbed some of the floor and tossed it at Albedo. Albedo dodged it.

"You are not worthy to wear the omnitrix!" Albedo then tackled Ben and send him through the floor.

"Find something to touch!" said Gwen

"Huh?" said Kevin as he looked around and then hr found on of the Forever Knight's swords. "Oh." He tough the sword and absorbed it. "It'll have to do."

Ben got up as Albedo landed, "Thank you for your sacrifice." Albedo was about to fire, but he got hit by a rocks.

"What a crock." said Kevin as he thru rocks at Albedo. Star and Gwen were doing it as well. Albedo started to blast the rocks. Then Ben grabbed Albedo and got him in a hold.

"Give up." said Ben as Albedo fired lasers and struggled to get free. "I'm better at this." Albedo fired and a piece of the castle Gwen put up a shield around her, Star and Kevin and dodged the rock. Albedo got loss from Ben and flew away. Ben turned back to normal.

"He won't get far. He left his mana all over the place." said Gwen

The headed of in Kevin's car.

"Evil twin, huh? Guess you really are a hero?" said Kevin

"A hero with a big test in the morning." said Ben

"And we would be home studying if you'd have listened to Ben the first time." said Star

"Who knows what damage Albedo would be doing? Turn here!" said Gwen. They soon found themselves at a computer store. They got out of the car and entered the store as people were running away. When they got inside Gwen tried to locate Albedo again. "Too many machines, not enough living things. I can't track Albedo in here."

"We'll spilt up and surround him." sad Ben

"How will we know which one's the real you?"

Kevin then picked up a marker and put up a X on Ben's cheek.

"Hey!" said Ben

"We'll call you Ben "X."" said Kevin

Ben spit in his hand an wiped of the X. Ben and Star went one way and Kevin and Gwen went the other.

As Ben as Star walked and looked for Albedo.

"Ben I'm sorry, I thought Albedo was you." said Star in a sad tone

"It's okay Star. I'm not mad. I didn't even knew about Albedo. So there is nothing to be sorry about." said Ben to make Star feel better.

With Gwen and Kevin.

Gwen and Kevin were walking and looking out for Albedo. They soon ran into Albedo

"Guys, over here. I think I heard something." said Albedo

"Didn't you go the other way with Star?" asked Kevin

"Yeah, me and her split up. Oh, man. I should not erased Kevin's mark." said Albedo. Kevin and Gwen walked past him then he went and grabbed a hose. Then Ben and Star turned the corner.

"Hit the deck!" said Ben

Then Albedo shot them with foam and Kevin and Gwen got stuck to the wall.

"This reeks! He got us with packing foam! No leverage." said Kevin

"Look, Albedo, you're not getting my omnitrix." said Ben

"I have all your powers and a superior intellect. Surrender if you value your life." said Albedo

"'Cause that would be so much smarter." Ben then activated his omnitrix and hit it. "Goop!"

Albedo tried to blast them with foam. Ben dodge by going up and Star dodge to the right. Albedo continued to hit Ben. Ben shot his goo at Albedo. Albedo dodge the goo as he ran through the store. As Ben was keeping Albedo busy Star started to head to Kevin and Gwen. Albedo activated his omnitrix and hit it and turned into Humongousaur. Albedo hit a shelf at Ben, but he dodged it. Albedo started to charged at Ben. Ben tapped the omnitrix symbol and changed form. "Swampfire!" Albedo swang his tail at Ben, he dodged to the right. "Here's mud in your eyes." Ben said as he thru mud into Albedo's eyes. As Albedo tried to get the mud out Ben fire some fire balls at Albedo.

With Star, Kevin and Gwen.

When Star got the she started to fire a magic beam from her wand to destroy the packing foam.

"Can't you get rid of it faster?" asked Kevin

"If I used more power I might hurt you and Gwen." said Star

"It's okay, just take your time." said Gwen

The battle with Ben and Albedo

Albedo tapped his symbol and turned into big chill. Ben tried to shot fire balls, but Albedo dodged by going intangible. Albedo breathed on him freezing him a little. Ben tapped the omnirtix symbol. "Brainstorm! Tremble before my electrolocutive power, you fackless facsimile!" said Ben. Then he opened his head and shot lightning out and zapped Albedo. Albedo then tapped his omnitrix symbol and turned into Echo Echo. He then duplicated into five and surrounded Ben. Ben fired at the Albedos but they dodge they attacks. Then Ben was surrounded again.

"Surrender or die!" The Albedos then send out a sonic scream.

"Deusedly difficult to cognitate." Then Ben tapped the omnitrix symbol. "Jetray!" Ben flew up and fired his tail laser at the Albedos.

"You can't keep this up!" Then all the Albedos merged and then he tapped his omnitrix symbol and turned into Spidermonkey. He shot a web at Ben trapping him on the sealing. Albedo jumped on to Ben. "Your omnitrix will lose power. Yield!" Albedo started to punched Ben. "Yield!" Albedo continued to punched Ben. "Yield!" Ben then zapped Albedo. He then tapped the omnitrix symbol.

"Chromastone!" Ben flashed and got free from the web. Ben started to charge but turned back to normal. "Uh-oh." Then Ben stopped.

"I told you. I told you! You have drained your omnitrix, whereas mine..." Albedo then turned back into Ben. "I don't need an omnitrix to destroy you." Both Ben Albedo through a punch. Then there omitrixs connected. They tried to separate the omnitrixs.

"What's going on?" Ben asked as Albedo was on the ground with Ben on top of him.

"Their proximity is creating a bioenergy feedback!" The omnitrixs started to release energy. As Albedo hair started to turn silver and his jacket turned red.

Star was still trying to get Kevin and Gwen out a they saw what was happening. "Well, no confusing those two now." said Star

Albedo turned it around and then Ben was on the ground. "You have damaged this form! You will pay!"

Ben then spun Albedo and got him into a hold. "Tell me how to get these apart!" said Ben

"Perhaps if one of us could manage to die!" Albedo struggled.

"Don't tempt me."

"Star can you hurry it up?" asked Kevin

"I'm almost done." said Star. Kevin struggled to help Star. Then he was able to get free. Kevin ripped of the packing foam holding Gwen. The three ran over to Ben and Albedo who where both now standing. As they got there their omnitrixs separated. Then a bright light appeared.

"He's here." said Albedo

"Who's here?" asked Star

"Azmuth."

Then Azmuth appeared right in front of them. "You bet he is. Azmuth of the Galvin, the true genius behind the omnitrix. You've overloaded the thing so badly, I could sense it half a galaxy away. Those nonstop transformations are going to break it."

"I was just -" said Ben

"Save it. I know. Albedo, my former assistant, built an inferior copy. I warned you that there could only be one omnitrix. You ignored me."

"Someone's in trouble." said Kevin

"I will not trust the universe's fate to an unworthy human. If my omnitrix cannot function, I will have his!" said Albedo

"I told you the omnitrix is beyond you. You could have doomed us all!" said Azmuth

Ben and Star traded worried looks. "So, the universe really was a stake?" asked Ben

"If you'd lost the omnitirx, yes. Albedo only wanted it to restore his original form."

"This human body is unbearable!" said Albedo

"I get that. And the face is even worse." said Kevin. Then Star blasted him in his shoulder. "Oww!"

"Albedo, though your arrogant act of rebellion, you have proven yourself a lesser being." said Azmuth. He jumped on Albedo's arm and disabled his omnitrix. "You shall remain as you are, in a prison of your own making."

"No! You can't!" said Albedo

"I have."

"I hate you!" Albedo then disappeared.

Ben then walked up to Azmuth with Star right behind him. "He won't bother you again. You're on your own from here."

"I still have a few questions, like what's the watch really for and how many aliens can I -" said Ben

"Look, kid, you alone have made omnitrix a force for good in ways I never conceived. It's better, I think, to allow you to creat your own way of using it." Azmuth then jumped in to Ben's hands. "No question. For all my concerns, you're the only being worthy to wear it. And I'm not the only one who thinks so."

"Who else?"

My business. It's a... surprised." Then Azmuth noticed Star. "You are the princess of Mewni. Am I right."

"Yes, Azmuth. My name is Star Butterfly." said Star

"Well its good to meet you Star."

"How did you know I was a princess?"

"Lets just say I have a history with your family. Also I know that that only the females of the royal family have cheek marks."

"What is your history with my family?"

"I will explain at different time. Just know there are difficult trails ahead form both of you, Ben and Star. Be ready." Then Azmuth disappeared.

"The first trail for both of you is the physics test in about 3 hours." said Gwen

At school. The results of the test was being handed out. Both Ben and Star saw what they got and were relieved.

At Mr. Smooty. Ben, Star, Kevin and Gwen were in Kevin's car. Ben and Star showed what they got both C+.

"And you thought we weren't really studying." said Ben

"I'm sorry. The suspicious circiumstances made me... suspicious." said Gwen

"And I'm sorry I thought it was you kicking butt." said Kevin

"Fair enough... I suppose. I don't know how much I like Azmuth not letting Albedo turn back." said Ben

"I'm carouse what is the history between him and my family." said Star

Ina n unknown location in space. Albedo was sitting in a cell.

"Why bother with a cell? This human body is prison enough." said Albedo

Then a slot opened on the door. "Dinner." said a voice as a green rode came through and dropped on the floor.

Albedo picked it up. "But someday I will be free. Then they will all suffer, starting with Ben Tennyson. Until that day... bring me chili fries!"


	27. Save The Last Dance

At night a car was speeding down the road.

"Slow down!" said the passenger.

"I can't!" said the driver as he tried to pressed on the breaks. "The brakes don't work!" He swerved out of the way so he wouldn't hit anyone. The passenger was screaming "Stop Screaming!"

"You're screaming! Why can't I scream?!"

"Fine! You want to drive?!" Then they both started to scream.

Ben was riding on his bike with Star on the back. Then the car started to come thru as it honked his horn. Ben turned out of the way. "Student drivers!" Then they saw the car was a little out of control. "That's no joyride." Ben then activated the omnitrix and hit it. "Big Chill." Ben then flew up and started to head to the car.

"Ben got this. I will wait for him at home." said Star as she walked the bike home.

Ben followed the car to the bridge. The car soon swerved of the bridge. Ben then dived into the water and flew up freezing the water. Making a ramp. The car landed on the ramp and Ben quickly grabbed the back of it and started to pull it to stop the car. The car soon stopped and the driver and passenger got out.

"What is that thing?" asked the driver

"Who cares? He saved our lives. T-thank you." said the Passenger

Ben then started to eat the car.

The next day. Kevin was working on his car. Ben was in Kevin's bathroom brushing his teeth. Ben then felt something in his teeth. He put his fingers in his mouth and pulled out some metal. "Where'd this come from?" asked Ben

Then Gwen came in and drop a piece of paper near Kevin. Gwen sighed but Kevin didn't noticed. Gwen sighed louder but Kevin still didn't noticed. Gwen then fired a beam and wrapped it around Kevin's leg and pulled him out from under his car.

"Hey!" said Kevin as he was pulled. Gwen looked at Kevin with a look. "What?" Gwen pointed to the paper she put on the floor. Kevin picked it up and looked at it.

"Oh, look. They're having a formal dance at my school on Friday." said Gwen

"What, you want me to take you to the dance?"

"Great. Pick me up at 7:00." Then Gwen started to leave.

"What?! Wait!"

Then Ben got in the way of Kevin as Gwen left. "I cannot stress enough the importance of flossing." Ben said to Kevin

"Uh-huh." Kevin said not really hearing what Ben said

"I found this in my teeth." Ben said as he held the piece of metal. "I think something might be going wrong with my powers."

"Uh-huh." again not really hearing what Ben said. "What do you know about girls?"

"Okay, that has... nothing to do with my problem. Why do you want to know?"

"Gwen's school is having some dance."

"And?"

"I think she might expect me to take her."

"So take her."

"But the dance is at Gwen's fancy prep school, with a sit-down dinner and everything. What if she expects me to waltz? What if I use the improper finger fork?!"

"If she wants you to dance, dance."

"But I don't know -"

"Also, there's no such thing as a finger fork."

"See? If I was a preppy guy, I'd know stuff like that."

"You've saved the world. You've been to the Null Void and back. I'm pretty sure you can handle the spring formal. The thing is, I'm having serious problems, and I was hoping you could help me -"

"I better rent a DVD on dancing, maybe get one about forks, just to be sure. No even better I'll ask Star for help. She is a princess, so she has to know about this stuff." Then Kevin left.

"Thanks a lot. Really."

At Ben's house. Kevin came in.

"Star! I need to talk to you." said Kevin

"Give me a minute." said Star. She then walked down the stairs. "I was just talking to my mom. She was just wanted to make sure I was alright and being a good girl. So what did you want to talk about?"

"I need some help. Gwen want me to take her to a dance at her fancy prep school, with a sit-down dinner and everything. I need some help I don't know how to waltz and how to eat in a fancy setting. So I thought with you being a princess you could teach me."

"It's true as a princess I was taught that stuff. But I teach you. You must promise to stop making fun of how Ben looks."

"Seriously!"

"Yes!"

"Okay, I'll stop okay."

Then Ben came in. "Star, can I talk to you?" asked Ben

"Sure!" said Star

"Wait I thought you were going to help me." said Kevin

"You can let me talk to my boyfriend for a minute or you can learn the stuff by yourself!"

Then Ben and Star went into the other room.

"So what do you want to talk about?" asked Star

"I'm not sure if serious. But the last time I used my powers, I had a blackout."

"So you don't remember anything?" Star was worried about what Ben had said

"I remember slapping the omnitrix but that's all."

"I wish I could help you but I told Kevin I would help him."

"It's okay, Star. Maybe Julie can help."

"Good idea."

Star went to teach Kevin and Ben left for the tennis court.

Ben got to the tennis court and meet up with Julie.

"I surprised to see you here." said Julie

"Yeah, I thought I would come see if you could help me?" asked Ben

"Let me guess you and Star need help studying again."

"No not that. The last time I used my powers, I had a blackout"

"Weird. You don't remember anything?"

"I remember slapping the omnitrix but that's all."

"Easy enough to figure out what you're doing. How about you transform again, and I'll follow you? I'm surprised you didn't ask Star for help. But you could not have told her so she wouldn't worry." Julie said as she pulled out her notebook from her bag.

"I asked Star first but she had to help out Kevin."

"Oh, I see. I'll keep a record of everything you do. You can read it afterwards."

"Sounds good to me. But how are you going to keep up?"

Julie got to her scouter. "Ready."

"You remember Jetray?" Ben said as he activated the omnitrix

"From the pier."

"Okay. Here goes." Then Ben hit the omnitrix and turn into Jetray then he quickly changed into a different alien. "Big Chill."

"Big Chill?" Ben then flew off and Julie started to follow Ben. "Okay, fast." Ben landed near Burger Boy. "Followed Big Chill to Burger Boy." Julie said as she wrote it down. Ben walked up an started to press the button repeatedly. "Appears to be hungry." A waiter came around the corner and screamed once she saw Ben. She through the tray of food into the air. Ben ate the metal tray as it fell to the ground. "Very hungry." Ben then started to eat the thing he was pushing. Ben then walked behind a man. The man saw Ben in the reflection of his glass.

"Scram." The man got into his car and started to drive away. Ben then started to eat the metal polls. He then froze the tree polls and the polls collapse with the roof and started to eat the stuff.

"Support beams. Roof. We definitely have a problem her." Julie said as she continued to write stuff down. Ben the flew up and started to eat the metal statue. "Seems only interested in eating metal." Ben then let out a loud burp. "Oh, that's not right."

"More." said Ben as he flew away. Julie followed him.

"Big Chill! Ben! Wait up! I just want to talk to you!" Ben then turned in to a dead end street.

"See ya!" Ben said as he went intangible and went thru the wall.

Julie stopped. "Great!"

The next morning Ben woke up right next to a creator in the desert. He soon found his way home.

Ben then soon opened the fridge and looked thru it. "They've got to be in here somewhere. Score!" Ben said as he found the pickles. Ben then started to eat the pickles. Then Kevin walked up to him.

"Where have you been?" asked Kevin

Ben swallowed what he was eating. "You want a pickle?"

"No!"

"More for me."

"Will you forget about the pickle? We've got a major problem."

"I know. It's my powers. They're completely out of control. Yesterday, Julie and I... That reminds me I have to ask Julie what happened."

"Who cares?! I got nothing to wear to the dance!" Ben then took Kevin to the spare room. "You sure this thing is gonna work?"

"Trust me." Ben said as he went thru the closet. "It's one of grandpa Max's tuxes."

"Grandpa Max wasn't the skinniest guy out there."

Ben then pulled out a tuxedo. "It's from when he was younger. You're the same size - or close enough." Ben gave Kevin the tuxedo.

Kevin but on the tuxedo. "Not bad." Ben continued to eat more pickles. Kevin pulled out the tie and tried to put it on. "Aren't these thing supposed to come with clips?"

"Not if you're older then 12."

"Finger's caught." Kevin said getting his finger caught in his attempt to but on the tie. Ben put down the pickles and walked up to Kevin.

"It just takes practice." Ben then started to tie Kevin's tie. "Over... under... around..."

"I'm not like all those prep guys from her school."

"Which is why she want to go to the dance with you and not one of them. Just be yourself." Ben whipped the dust of his shoulders. "There - don't you look dapper." Ben ate the last pickle and then drank the pickle juice.

"You sure do like pickles."

"Yeah. I wonder if we've got any more of these. Oh, and Gwen likes yellow roses. Get her a nice corsage." Ben said before he left the room.

Kevin then looked into the mirror. "Want to dance? What's a corsage?"

Julie was waiting for someone she saw Gwen and walked up to her.

"Have you seen Ben?" asked Julie

"No. He's probably with Star. Why is something up?" asked Gwen

"I don't know. Ben asked me for help yesterday, and I haven't seen him since. He turned into Big Chill, then disappeared."

"Yeah, he does that -just part of being an alien."

"I don't know."

"I'm sure you will find him."

"I guess so."

"Yeah, and with Star. I'm more worried about Kevin not showing up tonight. Ever since I made him ask me to the dance, he's been acting really strange. And speaking of strange..." Gwen saw both Ben and Star were walking in the park together. "Hi, Ben and Star." Ben and Star started to walk towards them. "Catch up with you later." Then Gwen left.

"Ben what happened yesterday?"

"I don't know I'm a little worried." said Ben

"I'm getting worried, too. So were did you go yesterday?" asked Star

"I don't remember. What happened?"

Julie pulled out her notebook. "Let's see - 6:30 p.m., you transformed into Big Chill." said Julie

"Are you sure? I programmed Jetray."

"At 6:31, you exclaimed, "Big Chill." 6:32 - ate drive-in stalls, 6:35 - ate giant metal burger, 6:36 - ate giant metal statue eating giant metal burger, 6:38 - ate a bus, 6:41 - ate a car-wash sign, 6:42 ate the car wash, 6:43 -"

"Wow. Okay I think there is something wrong. Don't you remember any of that?" asked Star

"I just remember waking up in a ditch this morning." said Ben. He looked down. "I can't believe this is happening again."

"Again?" said both Star and Julie

"I had a problem with one of my aliens a few years ago. What if it's happening again?"

"We'll get Kevin and Gwen. They can help." said Star

"No, they're too busy with the dance. I'm on my own."

Star wrapped her arm around Ben's arm. Then Ben looked at her. "You're not alone. You've got me." Ben then smiled. Then his eyes widen and he let go of Star's arm. "Ben?"

Ben activated his omnitrix and hit it. "Big Chill." Then Ben started to fly away. Star got a worried look on her face

Julie ran to her scooter. "Star, hop on." said Julie. Star got on the scooter. They followed Ben.

Ben found himself to a metal factory and started to eat metal bars. The police showed up three cops entered the factory.

"What is that thing?" asked one of the cops

"Stay out of my way." said Ben

"That's not how it works, freak. Come down here and surrender, or there's gonna be trouble!"

"I warned you." Ben inhaled and exhaled freezing one of the cops. Ben then started to walk down the stairs.

"Stop! Don't make me -"

Then Star and Julie pulled up.

"Wait! Stop!" said Star

"He's a friend!" said Julie

"Don't shot!"

At Gwen's house. Kevin walked to Gwen's door and knocked. He cracked his neck.

"It's just a dance, right? Nothing to worry about. I look pretty good." Kevin said to himself. As he waited for someone to answer the door. Kevin smelled his breath. "Ugh. Should've brought some gum." Then the door opened and Gwen was wearing a white dress. "Wow." Kevin was shocked on how pretty Gwen is.

"Likewise." said Gwen

"I got this for you. It's a... corsage."

"It's beautiful. Thank you Kevin."

Back with Ben, Star and Julie. The cops fired at Ben. He went intangible the blasts went throw him.

"Some people just don't listen." said Ben

"Don't hurt them!" said Star

"They won't feel a thing." Ben breathed out and froze the last two cops. Ben then started to drink molten metal. Julie drove as She and Star followed Ben. Ben looked and saw Julie and Star following him. "Stay away!" Ben then breathed on them a froze the scooter. The ice defrosted and the bike sputtered. Ben got away.

"Ben!" Star shouted and worried as he flew away.

At the creator that Ben woke up near. Ben landed and spit out the molten metal into the whole.

With Kevin and Gwen. They were driving in Kevin's car. Gwen was holding yellow roses that Kevin gave her.

"Yellow roses. How did you know?" asked Gwen

"I'm a sensitive guy with an eye for what the ladies like." said Kevin

"Really?"

"No. Actually, Ben told me. But he was really cool about it -gave me advice."

"Good advice? Ben?"

"Yeah. He tied my tie for me."

"Ben. Gave you dating tips and helped you tie your tie?"

"It could happen." Kevin then turned into the school.

"And Julie was saying something about him acting strangely." Kevin parked the car and got out and ran to Gwen's side and opened the door.

"Let's dance."

"We can't go in there."

"But I learned the proper forks and everything! outside to inside, right? Or - or was that little to big? Aw, man!"

"That's not the problem, Kevin."

"I knew it!" Kevin hit car in frustration. "You're embarrassed to go with me."

"No. It's just I think Ben might be in some kind of trouble."

"What makes you say that?"

Then Gwen's cellphone started to ring. Gwen pulled out her phone and answered it.

"Big Chill is on a rampage!" said Star thru the phone.

Gwen then put the phone two here ear. "Where are you?"

"Just outside the foundry, but he's gone."

"My badge has a lock on Ben's omnitrix coordinates. It's outside of town, a mile west of Register Road, just North of Wigzell Avenue."

"I'll see you there."

With Star and Julie. Star closed her phone.

"Julie, We'll handle it." said Star

"You might be Ben's boyfriend, but I'm his friend and yours as well Star. I'm going, too." said Julie as she started her scoute. Then Julie and Star drive to were Ben is at.

With Kevin and Gwen in his car driving to were Ben is at.

"It's just up ahead." said Kevin

"Star said it was Big Chill doing this." said Gwen

"Yeah."

"We had a problem with one of the aliens going rogue. It was Ghostfreak."

"Never liked that guy. What's your point?"

"Maybe there's some connection between Big Chill and Ghostfreak - like maybe these ghost personalities are just plain evil."

"Whatever. We'll save him either way, all right? Kevin and Gwen got there. Star and Julie were there already. Kevin and Gwen got out of the car. The four of them walked over to the crater and saw Ben on a big metal object. "Well, that looks plain evil."

"Ben!" said Star as she ran down into the crater. "It's me Star. We're hear to help you." Soon Gwen and Julie walked down.

"Go away!" said Ben

Kevin slide down into the crater. "Too much negotiating. I'm gonna smack some sense back into him." said Kevin as he absorbed some metal. Kevin charged at Ben. Ben went intangible to dodge. Then He grabbed Kevin's arm and bit it and send him to the ground still biting his arm. "Hey! Cut it out!" Kevin reached out and absorbed a rock as Ben was biting him. Ben let go of Kevin and coughed. Kevin backed away and saw that there was a rip in the tux as he reverted back to normal. "Dude! I borrowed this suit!" Gwen fired a beam at the metal object. Ben flew back and stopped the beam. Star pointed her wand at Ben but she couldn't do anything but lower her wand. Ben breathed out at Star, Gwen and Julie. Gwen made a shield to protect them.

"We're here to help!" said Julie

"I don't want any help!" said Ben. Then he flew towards Star. But Gwen but a energy orb around Ben trapping him in there. "Let me out!" Star ran towards the object. "Stay away from there!" Ben started to force his way thru the energy orb. He flew up and Gwen fired some energy orbs at Ben that knocked him out. Ben fell to the ground. Star saw Ben fall and hit the ground.

"Ben!" Said Star in a worried tone

"Ben's alright. He has taken worse." said Kevin

"Whatever's wrong with him, it has to do with that thing." said Gwen

"Then let's take it down." Kevin said as he absorbed some metal. Kevin jumped to the top of the object and smashed it. When he did goo sprayed onto him and the metal he absorbed disappeared. "Nice. Goo all over my tux." The goo started to bubble. "Agh! Maggot goo all over my tux." Then Star, Gwen and Julie climbed up on to the object. Then a blue orb floated up into the air. Star then poked the orb. Then more blue orb started to come up in to the air. Then one orbs started to morph into a baby Necrofrigian.

"Awww." said Star, Gwen and Julie. The baby Necrofrigian looked at Star as if flew up into the air.

"You've got to be kidding." Then the baby Necrofriggan flew over to Ben. The rest of the orbs started to change in to baby Necrofrigian and flew over to Ben. Ben got up as the baby Necrofrigian surround him. They then started to fly away into the sky. But one small baby Necrofrigian was still fly near him.

"Go on. Fly." said Ben. Then the little baby Necrofrigian started to fly away.

Star, Kevin, Gwen and Julie got of the object.

"Okay. That was weird." said Kevin

Then Ben turned back into normal. Ben looked around confused about where he was and how he got here. "What... just happened?" asked Ben

Star walled up to Ben. "You might want to sit down for this." said Star

They told Ben what happened.

"Yep. Those are your kids." said Kevin as he showed Ben a video oft he baby Necrofrigians.

"How?" asked Ben in shock

"According to this, Necrofrigian - that's Big Chill's race - lays eggs egg only one every 80 years or so. They'll live in space, where it's cold, and then they feed on solar plasma. Doubt you'll ever see them again... mommy."

"Cut it out!"

"Should've figured it out from your pickle cravings."

"And from Ben giving you good advice." said Gwen

"Hey, I can give good advice." said Ben

"Yeah, Ben gave me good advice before." said Star

"See, it could happen." said Kevin

"Sorry but I don't have room on my bike for the both of you. So I will have to make a trip back." said Julie

"No you won't" said Star as she took out her dimensional scissors and opened a portal. Julie drove into it.

"This is the most embarrassing..." said Ben

"I think you made a great mommy." said Star then she kissed Ben on the cheek. Then the two walked thru the portal and then the portal closed.

Kevin and Gwen were still in the desert.

Gwen sighed. "This didn't turn out to be such a good night after all. We missed the dance." said Gwen depressed.

Kevin turned on the radio. He offered his hand and Gwen took it. The two of them danced as the music played.


	28. Undercover

Night at a warehouse Ben, Star, Kevin and Gwen were in. Kevin placed a banana down.

"This is a very bad idea. I mean, we don't even know how to work a teleporter pad." said Gwen

"Got to start somewhere." said Kevin

"I don't see why we need a teleporter pad. After all I have dimensional scissors." said Star

"Because I want one."

"Star is right. Ben, tell Kevin this seems like a very bad idea." said Gwen

"Ben?" asked Star as she looked around for Ben. Star then noticed him behind some boxes. "Are you hiding?"

Ben moved away from the boxes. "No. It's just if a fly lands on that banana when it teleports and it rematerializes as a deadly banana fly monster, I don't want to be standing right next to it, is all." said Ben

"Don't see the big deal, Tennyson. Didn't you used to turn into an insect all the time?" said Kevin as he pushed buttons and flipped some switches.

"That was different." Ben said as he walked up to Star.

"Here, we go." Then Kevin pushed a button. The teleporter bad stared to activate. The banana floated and was zapped. The banana disappeared then soon reappeared. The banana was black and it started swell and it explode. The teleporter pad started to spark. "That's not good."

"Turn it off before it blows!"

The control pad started to zap. "It's too hot!"

"I known who can take the heat." Ben then activated the omnitrix and hit it. "Swampfire!" Ben walked over to control pad, but it exploded a little. They looked at the teleporter pad and it started to spark more and more. "Open the door." Gwen fired an orb at the door button and the door opened. Ben lifted the teleporter pad and through out the door. "Everybody down!" Then the teleporter pad exploded. The smoked cleared after a few seconds. Ben then turned back to normal. "Everyone all right?"

"Forget that! What about the teleporter pad?" Kevin then started to run to it.

"Deep down, he's really glad we're okay."

Ben, Star and Gwen walked over to were Kevin is. "It's totally trashed."

"Kevin I still don't see why we would need it? I have dimensional scissors." said Star

"I know a kid might be able to fix it."

"Fix alien tech?" asked Gwen

"He's a total super genius with any kind of machinery. Doesn't matter if it's human or alien. I'll bring Cooper over from his lab."

"Cooper? Pasty kid?" said Ben

"Blond? Bad haircut?" said Gwen

"Had a big crush on Gwen?" Then Gwen elbowed Ben. "Ow!"

"Sounds like the same guy. But, uh, who wouldn't have a crush on you?" asked Kevin

"Who's Cooper?" asked Star

"He helped us out once back when we were kids. You should have told us you knew him." said Ben

"Didn't exactly come up." said Kevin

"you didn't think a kid with the ability to manipulate alien tech would have been helpful against the DNAliens?"

"It's possible I know two or three people I haven't told you about, Ben. Anyway, if you're so smart, why didn't you think of him before?"

"Okay, that's a fair point. Let's go."

Ben, and Star got into the back of the car like they always do. As Kevin took the driver seat and Gwen was in the passenger's seat. The drove of to Cooper's lab. Kevin stopped the once he got there and the four got out of the car.

"I thought you said we were going to Cooper's lab." said Gwen

"We are." said Kevin as he walked up to the door with Ben Star and Gwen following right behind him. "So, Gwen, excited to see your ex?"

"Zip it." Gwen lend to Ben. "You had to mention the crush?" Gwen whispered to Ben.

"Probably not." said Ben

Kevin knocked on the door but no one answered. Kevin then used his power to unlock the door and open it. They walked in side and headed to the basement door and opened it.

"Why break in? Couldn't we have just left a message with Cooper's folks?" asked Gwen

"Because Coop never leaves his lab - never. Something's seriously wrong." said Kevin

The four walked down the stairs.

"He probably just went out for a..." said Ben and Kevin turn on the lights. "Smoothy."

They split up and started to search. "Wow. He really never leaves the lab." said Gwen as she saw one of Cooper's dirty shirts.

"Look for signs of a struggle." said Kevin

Star was looking for any clues. "This whole place looks like a struggle." said Ben then he stepped on a pizza. Ben then picked a gun like device. Ben pressed a button on it. The gun started to activated and shot a light at the computer. The computers around the place started to turn on. Then Cooper appeared on it.

"If anyone finds this recording..." said Cooper. Then there was a scream and a DNAliens started to chase Cooper. Cooper thru stuff at the DNAliens. Then the DNAliens shot goo on his foot and grabbed him. "No! No!" They then teleported away. Then the computer started to show static.

"There you go - signs of a struggle."

"Smart kid. Left behind a message in a bottle so someone would see what happened to him." said Kevin

"Gwen, can you track Cooper, figure out where they took him?"

"Probably. His energy resonance is really strong here." said Gwen as her hands and eyes started to glow purple. "Got him. I can take us right to Cooper."

"In other words, you're attracted to him." said Kevin

"Can we just go?"

They soon find themselves at the edge of Los Soledad.

"Los Soledad?" question Star

"Cooper's trail led us here?" asked Ben

"Deserted. At lest last time we were here there was a monster to fight." said Kevin

"I don't get it. I did everything right." said Gwen

"Well, love is blind. And apparently, it screws up your powers, too."

"My powers are not screwed up. My instincts are telling me Cooper's definitely nearby."

Ben walked up to the hole. "Sorry, Gwen, but there's nothing here except..." said Ben. Then he disappeared as he walked into Los Soledad.

"Ben!" said Star in a worried tone. Star, Kevin and Gwen ran up to the hole.

"Tennyson, where -" said Kevin the Ben's head appeared.

"You have got to see this." said Ben as he disappeared again. Star, Kevin and Gwen walked into Los Soledad. They soon found that it was cold and snowing. They also saw tons of DNAliens. "It's DNAlien day camp." The DNAliens were working. There was a big arch and three towers. They hide behind a large piece of metal.

"Three of those weather-control towers - this cannot be good." said Kevin

"And whatever it is, Cooper's right in the middle off it." said Gwen

"The cloaking field is hiding the whole city. Where did they get a rig powerful enough to do that?" Ben, Star and Gwen just looked at Kevin. "Right. Cooper built it for them."

"Everybody down!" said Star as she noticed a DNAlien heading towards them. Then ducked behind the metal. As the DNAlien went passed.

"With that shield up, these guys don't have to worry about anyone seeing them building... Whatever that thing is. You still have a fix on Cooper?" asked Ben

Gwen's eyes started to purple. "He's not far." said Gwen

"Do ether of you got any spells that will give use cover so we can get to him?" asked Kevin

"They're not spells."

"And I don't know any spells like that yet." said Star

"So, that's a no, then." said Kevin

"Come on." said Ben

They started to move around the place trying to stay hidden from the DNAliens. They went between two buildings and Star stopped every one as a DNAlien was walking backwards to direct a another DNAlien. They couldn't go back so Gwen made a energy step and lifted them in to the air till the DNAliens left. Then they headed to a building. Kevin picked the lock and opened the door. They entered the building. Gwen walked around with her eyes glowing.

"Why don't we just yell out, "hey Cooper"?" said Kevin

"And have 4,000 DNAlins crawling up our butts? Good plan." said Ben

"Yeah, even know that was a bad idea." said Star

Gwen got to the door at the end of the hall. "In here." said Gwen

Ben was going to open the door. "And if there's 4,000 DNAliens behind that door? Good Plan." said Kevin. Ben then activated the omnitrix and hit it.

"Goop!" Ben then turned into a puddle and went under the door.

"Cool, but gross." said Gwen

Ben morphed a eye on the other side to see what was going on in the room. Cooper was with two DNAliens. Cooper was using his power to moving a strange metal around making something out of it.

"Careful with those Varsidium pieces, human. They're priceless." said one of the DNAliens. Coopeer then made two of the pieces hit each other and it sound out a high-pitched squeal. Then DNAliens held there ears and screamed as the fell to the ground being effected by the sound. Then the pieces disconnect and fell to the ground.

"It was an accident." said Cooper.

"Clumsy child! You'll pay for that!" The DNAliens walked up to him. Then Ben showed up in front of Cooper.

"No hitting." said Ben

"Intruder!" Ben morphed around the DNAliens and hit them with each others and knocked them out. Kevin then knocked down the door.

"Cavalry's here." said Kevin then she noticed the DNAliens knocked out. "Not that you, uh, need it or anything."

Cooper noticed Gwen. "Gwen! You totally came to my rescue."

Ben then taped the omnitrix the symbol and turned back to normal. "Yeah, excellent work there, Gwen."

"She's wonderful."

"Let's go, lover boy." said Kevin as he grabbed Cooper by the arm. They soon left the building. Cooper was panting.

"I... got to... rest."

"Ever think about getting a treadmill?"

"We can't stay long. We've got to get outside the shield before they realize Cooper's missing." said Ben

Cooper kept looking at Gwen. "The way you came storming in there - like how princess Elena rescued me last week from the caverns of unforgiving dismay."

"Excuse me?" asked Gwen

"Yeah, what is he talking about?" asked Star confused

"In Nations of Conquest - the M.M.O.R.P.G I play."

"Excuse me?" asked Gwen. With Star still confused.

"Massive multiplayer online role-playing game."

"Yeah, Gwen, and your power is being plus-3 nerd bait." said Kevin

"Guys, this is serious. It's the biggest DNAlien plan we've ever seen, and as long as their cloaking shield's up, they can work 24/7." said Ben

"I'm the one they forced to build the cloaking projector. Shutting it down shouldn't be too hard." said Cooper

"Then that's what we're going to do."

"We've been lucky so far. But sooner or later, they're bound to spot us." said Star

"That's not a problem either." said Cooper

"Because?" asked Ben

"Well, before I built the big cloaking projector, I built a smaller one first - a prototype." said Cooper as he took out a small devices. "The Field generates is enough to cover all of us if we squeeze together real tight."

"Oh, for the love of..." said Gwen

"Let me help you out there, Gwen." said Kevin as he pushed Gwen and Cooper closer.

"Here we go." said Cooper as he pushed a button and the five of them turned invisible.

"I don't feel invisible." said Ben

"Follow me."

At Ludo's castle.

"What! What do you mean you lost her?" asked Ludo

"It's like I said. My tracker says Star and the wand are several miles from town. But when I send a eye to see what she was doing. It showed this." said Toffee as he turned on the tv. On the tv was Los Soledad.

"So, she is at an a banded town."

"That what I thought too. But this is where she should be, but she is not."

"What is she invisible?"

"Possibly."

"Well I know one why to find out. Everyone we are going to earth!"

With Ben, Star, Kevin, Gwen and Cooper. The gang was following Cooper. They moved out of the way of a DNAlien that was heading towards them.

"Score! Nice work, Cooper. Now let's get to the big cloak." whispered Ben. They continued to the cloak device.

"Hey, Coop, think about it- the damsel rescued you. Now you get to be the knight that saved the day." said Kevin

"Jealous much, Kevin?" said Gwen

"I'm not -"

"Shhh!" said Ben and Star

"The cloak keeps us from being seen, not heard." said Ben

"Uh-oh." said Cooper as the cloak device started to spark. "There's always a few bugs in the prototype." Cooper dropped the device and it exploded.

"Who are they?" asked a DNAlien

"What are they doing here?" asked a different DNAlien

The DNAlien started to head towards the group.

Then a portal opened up then Ludo, Toffee and the monster came through.

"Brrrr! It's cold." said Ludo. Then he looked and saw Star. "There you are Star Butterfly." Then he noticed the DNAliens. "What are those?"

Soon the DNAliens started to head towards Ludo and the monsters as well. The DNAliens started to attack them. The monsters to attack the DNAliens. The DNAliens started to overwhelm the monsters. Toffee noticed this and took Ludo's dimensional scissors and opened a portal.

"Retreat!" said Toffee

"What!"

Then the monsters started to head through the portal followed by Ludo and toffee.

With Ben, Star, Kevin, Gwen and Cooper.

"There's nothing around here for me to touch." said Kevin

The DNAliens then grabbed Kevin and Cooper.

"Don't worry. I'll just - ah!" said Ben as he tried to go for the omnitrix. But he was grabbed the DNAliens. "No!" The DNAliens tried to after Star and Gwen. Star fired magical blasts at the DNAliens and Gwen fired some energy orbs at them as well.

"There's too many of them!" said Star

"Star, Gwen, keep firing. You two are our only chance."

Star and Gwen kept on firing. Then both Star and Gwen where jumped from above as two DNAliens jump off a roof and tackled Star and Gwen.

"Star!" Benn said in a worried tone.

"Gwen!" said Kevin

"No, don't hurt her." said Cooper

"I'm okay." said Gwen as a DNAlien lift her up.

"Me too." said Star as a DNAlien lift her up as well.

"Only because you're worth slightly more to me alive than if I allowed them to tear you up limb from limb." said a Highbreed as he walked up. "Now then, you're going back to work for us."

"I won't do anything for you." said Cooper

"You'll do just what I say, or your friends will pay the price."

Then DNAliens gathered Ben, Star, Kevin and Gwen into one place.

"Actually, we're not all that close." said Kevin

"Is that what you want, human? For your friends to pay?" said the Highbreed as he touched Gwen's face.

"Get your hands off her. I'll do it. I'll do anything."

The Highbreed let go of Gwen. "Then get back to work!"

Ben, Star, Kevin and Gwen were pushed in to a closet. Then shot the door and locked it.

"So, now you can go all Humongousaur and get us out of here." said Kevin

"Even Humongousaur wouldn't last against all those DNAliens." said Ben

"Plus they'd just use Cooper against us they used us against him." said Gwen

"We could use my dimensional scissors and get out of here. But we can't leave without Cooper." said Star

Kevin looked out the whole on the door. "That is a lot of guards."

"Kevin, touch this piece of - what do they call it? Varsidium." said Ben

"Why?"

"I'll show you." Kevin absorbed the Versidium and Ben activated the omnitrix and hit it. "Echo Echo."

"Excuse us." said Gwen through then hole. The DNAlien guarding the door turned around. "Hi. There's no bathroom in here, and I really have to go." The DNAlien unlocked the door. Kevin kicked the door carrying Ben. Star got out her wand and Gwen's hand started to glow purple.

"Now!" said Ben. Both Star and Gwen hit Kevin with an energy blasts. Kevin then started to vibrate. Then Ben let out a high-pitched squeal. All the DNAliens started to scream and the DNAliens collapse. They ran out of the building.

"Did you two have to hit me so hard?" asked Kevin

"I did. I really did." said Gwen

"Gwen asked me to." said Star

As they ran across the place DNAliens started to chase them. They turned around and saw the DNAliens. Star and Gwen got behind Kevin and blasted him. Making him vibrate again. Ben send out a high-pitched squeal. The DNAliens started to screaming and collapse.

"Come on! Cooper's this way." said Gwen as Ben being carried by Kevin and Star following Gwen to a building.

Inside the building Cooper was building components with his power with two DNAliens watching him.

"Faster!" said a DNAlien pushing him. "You have to make up for the time you lost trying to escape." Then a high-pitched squeal was sent. The two DNAliens screamed and collapse. Cooper looked back and saw Ben, Star, Kevin and Gwen.

"Ready to go?" asked Ben

"Please say yes." said Kevin

The five of them started to run as DNAliens started to shot at them.

"Stay behind me ,Cooper." said Gwen then fired some blasts at the DNAliens.

Cooper sighed. "Just like princess Elena rescuing me from the caverns of unforgiving Dismay." said Cooper

"Stay behind me and don't talk."

Kevin charged at some of the DNAliens and started to punch them. There blast just pounced of him. More DNAliens started to surround them. Gwen made a shield to protect them. Kevin punched some DNAliens the went around Gwen's shield.

"How close are we to the big cloaking thing?" asked Kevin

"Just keep heading for where they're building that arch." said Cooper

"What is that arch for anyway?" asked Ben

"They wouldn't tell me, and -" Then Cooper was grabbed by a DNAlien.

"Everybody stay where you are." said the DNAlien. Cooper kicked the DNAliens in the leg. The DNAlien screamed and let go of Coopers. The DNAlien was about to attack cooper but Kevin punched the DNAlien before it got near Cooper.

"Star, one more blast. A big one." said Ben

"Terrific." said Kevin picking up Ben. Star's wand glowed extremely bright as she fired a blast at Kevin. Kevin started to vibrate and Ben let out high-pitched squeal. All the DNAliens started to scream and then collapse. The five started to head to the arch. Kevin and Ben turned back to normal.

"This is it." said Cooper

"Then do your thing."

Cooper walked over to the device. He gasps.

"What is it?" asked Ben

Cooper saw imagines of events.

"What's the matter?" asked Gwen

"I - I saw equations, machines, another planet." said Cooper

"Figure it out later. Crash the cloak!" said Ben. Cooper used his powers to lift the cloak device into the air and dismantled it. The pieces dropped to the ground. "Good. Star, Gwen?"

"On it." said Gwen

"Got it." said Star

Star and Gwen worked together to destroy the parts.

"Cool. Now all that's left is to -" said Kevin as DNAliens started to blast at them. Gwen put up a shield to stop the blasts.

"I got this." said Star taking out her dimensional scissors and opening a portal. "Get in!" Star said as she went through followed by Ben.

"Festinating! A portal open by just a pair of scissors." said Cooper

"Come on." said Kevin as he pushed Cooper thru. Then Kevin went through. "Okay, maybe those scissors are useful."

Gwen put down the shield and went through the portal they all got into the car and Kevin started to drive off fast.

The DNaliens tried to get there as fast as they could. "Should we organize transport for pursuit?" asked on of the DNAliens

"No. We don't want to arouse suspicion from the local authorities. The project at hand is too important." said the Highbreed

With Ben, Star, Kevin, Gwen and Cooper.

"They're not chasing us." said Cooper

"They don't need to. Who'd believe us if we told what was really going on there?" said Kevin

"Anyone who checked it out would just find what looks like normal humans anyway." said Star

"We don't even know what's really going on in Los Soledad, which means someday soon, We're going to have to go back. Can we count on you to help?" asked Ben

Cooper just stared at Gwen and Gwen noticed this. "Anything you need." said Cooper

Kevin was about to speak but Gwen cut him off. "Don't even."

At Ludo's castle.

"What a pathetic display back there. You guys make me sick. No more milkshake privileges for you. I want you to use that time to think about wat you've done." said Ludo

"Perhaps they should use that time to think about what you've done." said Toffee

"Exactly! What?! Wait?!"

"Let me ask you a question what kind of leader send you to fight a large group of monsters. Makes you do all the work and shows you no appreciation for your sacrifices."

"Are you talking about me?"

"What kind of leader sends his warriors to a place he has no idea of or his enemies and expects to win."

"Toffee what are you doing?"

"Your soldiers deserve better."

"Well, you are fired!"

"Let's put it to your soldiers? Who's the better leader? Ludo or me?"

The monsters started to talk with each other.

"You guys belong to me. Three-eyed potato baby I am like a father to you. Beard dear I took you in of the streets. Are you stupid imbeciles really going to listen to him." Then the monsters through Ludo out of the castle. "You can't do this. This is my castle. Those are my monsters." Ludo said heading back to the castle.

"Not anymore." said Toffee as he closed the door.

"Toffee?!" whispered Ludo as he was stuck outside.

Inside the castle.

"So what is the plan to get the wand?" asked a fly monster

"It looks like Star and her friends are more focused on this other group them us. So we will take our time and come up with a plan and when the time is right. We will strike!" said Toffee


	29. Pet Project

Somewhere in a lab Forever Knights were with a scientist.

"My fellow knights, we have lately endured a grave defeat. Our prisoner, the villainous dragon, escaped from our grasp. But does this mean we have lost?" asked the scientist as he showed images of that day on a screen. "Do we now abandon our sacred duty?"

"No!" said the Knights

"No! Instead, we must pursue the beast across the Void. We must destroy it and its vile species once and for all!" All the Knights there shouted in agreement. "And so, to that end, I have build a starship combining dozens of alien technologies we have acquired." The scientist pressed a button and reveled the ship. "And though its controls are too complex for human operation, I believe I have found a solution." Then new pictures appeared on the screen. "These recent phenomena are the work of a Galvin shape-shifter - equal parts machine and beast, which can assimilate and duplicate any device it encounters. With it, we will create an armada of spacecraft which we can use to obliterate the dragon home world."

A knight stepped up. "I'll catch your little blob for you." said the Knight

"Beware, Sir Morton, it will not be easy to capture."

"That's what makes my job all the more interesting, don't it?"

At a house far away for the Forever Knights castle. Something came to the back door and knocked. Julie went to the door and opened it. She looked around. Then she saw Ship. Julie ran outside as she was followed by Ship.

"Where have you been?" asked Julie

"Ship!" said Ship

"Yes, hello. I'm glade to see you, too. Okay, Ship, show me a new trick." Ship then turned into a toaster. Julie started to laugh as Ship shot out toast. "That's great." Ship then turned into a washing machine. Then back to normal. "Good boy. Good Ship. Anything else?" Ship then turned into a submarine. "Okay, um, change back." Ship changed back and went to Julie. "Good Ship." Julie then petted Ship. Then she noticed the damage that Ship did when he changed. "How am I supposed to explain that?" Then Julie heard a horn honking. "Oh, got to go. See you later, okay?" Julie went through her house and entered Kevin's car and took a seat next to Star and Gwen.

"Are you ready to shop?" asked Star

"Gift cards from grandma. I am totally ready."

Then Star, Gwen and Julie shrieked and giggled.

"Okay, no shrieking in the car." said Kevin

"No promises. Sometimes we're gonna shriek." said Gwen

"Yeah, like you and Ben do. When you're watching football." said Star

"We do not shriek!" said Kevin as his voice cracked for a second. "Uh, shriek." The three girls started to laugh. "Anyway, I'll drive you to the mall as promised, but I'm not hanging around and watching you shop."

"That's okay. You're not invited."

As the car was driving away Ship ran to it and morphed into the bumper.

Sometime passed as the three girls talked.

"The last time Ben got a smoothy he shared it with me." said Star

"Awww!" said Julie

"That is so sweet. Don't you think that's sweet?" asked Gwen

"Took the words right out of mouth. Where is Ben anyway?" asked Kevin

"Well, I asked him to come along, but he said he had some work to do." said Star

"Ha, on a Saturday?"

Ben was laying in his room watching a scary movie as he ate popcorn. Ben looked and saw he was out of popcorn. "More popcorn."

Back with Star, Kevin, Gwen and Julie.

"And McDuffy's is having a going-out-of-business sale." said Gwen

Then the car was being blasted at. Kevin drove the car to dodged the blasts. Kevin looked out the window and saw a Forever Knight on a vehicle. As he fired another blast. Kevin hit the breaks and a tire popped. They all got out of the car as the Knight continued to fire. Kevin was knocked away do to a blast.

"Why is he shooting at us?" asked Julie

"I don't know." said Gwen

"Everybody always shoots at us." said Star

Gwen put up s shield as the knight fired again.

"Watch the paint. That's four coats." said Kevin as he absorbed the metal of the car. The knight fired at the Kevin knocking him back. Gwen used her phone and called Ben.

Ben picked his phone and answered. "Hello?"

back to the rest.

Kevin pulled out a sign and through it at the knight. The knight fell of the vehicle. Then Star started to blast the knight blocked them with his shield.

"Ben, Elsworth avenue, South of the mall. Now!" said Gwen

With Ben. He dropped the popcorn on the ground and activated the omnitrix and hit it. "Jetray!" Ben left through the window and strated to fly away towards where Star, Kevin, Gwen and Julie was.

With them.

The Knight then punched Kevin.

"Need help?" asked Gwen

"No, I'm good." said Kevin as he got up. Kevin charged at the knight. The knight dodged and hit Kevin with the shield sending him to the ground. "Nice kinetic face shield. what model is that, the plester 3?

"Well, ain't you the observant one?" said the Morton. He raised his hand and his lance shot into the air to him. He then fired a laser at Kevin.

"Kevin!" said Julie

"No, stay put. Me and Star will handle this." said Gwen Then Gwen and Star stepped forward. "Back away from him!"

Morton stopped firing at Kevin and Started to walk back to his vehicle. "Relax, girl. It's not your boyfriend I'm after." said Morton. He through three discs on to Kevin's car. The discs started to electrify the car.

"Again with the car." said Kevin

Then Ship fell of the trunk of the car.

"Ship?" said Julie

"Ship?" said Gwen and Star

Ship then floated into a container that Morton had. "In you go." said Morton. He put the container with Ship in on the back of his vehicle got on and started to fly away.

Ben flew in the sky almost getting hit by Morton. "Hey! Someone needs a flying lesson, and I'm just the guy to give it to -" said Ben. Then he noticed his girlfriend and his friends. Ben head for them and landed. He turned back to normal and rand to them. "What happened?"

"That flying jerk in a can fried my car." said Kevin

"And then he took my pet." said Julie

"Pet?" asked Ben

"You know, Ship."

"Ship?!"

Later the five of them were in the car.

"That guy is so paying for a new paint job." said Kevin

"Is that all you can think about - your car?" asked Gwen

"No! Sometimes I think about food."

"So, how long has Ship been dropping by?" asked Ben

"Every once in a while. He comes, he goes, he shows me a new trick." said Julie

"What kind of trick?" asked Star

""You know, tuning into things."

"Why didn't you tell us." said Ben

"Yeah!" said Star

"Because you two said you didn't want anything to do with Ship." said Julie

"I never said." said Ben and Star

"Yeah, you two did." said Gwen

"Okay, whatever." said Ben and Star

"But why would the Forever Knights want to steal Ship?" asked Ben

"Yeah, that's a good question." said Star

"Please. It can turn into anything it touches. It's like a cup of instant weapon." said Kevin

"That doesn't sound good."

"Yeah! How fast can you get us home?" asked Ben

Kevin leaned out of the car. "Hey, can you hurry it up?" asked Kevin to the tow truck driver.

"Sure, if you know how to fly." said the driver as they were stuck in traffic.

Later after they got back Kevin started to work on his car and soon got it done.

"Okay, new paint job and new tires." said Kevin

Gwen was mediating. "I'm searching for his mana." said Gwen

"And?" asked Ben

"And nothing. Ship is technology, and I have trouble tracing stuff that isn't alive."

"There's got to be some way to find him."

"It's to bad I don't have a tracking spell." said Star in a sad tone.

"It's okay Star." said Ben trying to comfort Star.

"Didn't you say these knights are, like, major English-history geeks?" said Julie showing them the newspaper. "It's a new housing development. "Lancelot Like Estates.""

Ben then started to read the article ""If a man's home is his castle, isn't it time you owned one?""

"Possible." said Gwen

"Kind of a long shot." said Star

"I think we should check it out." said Julie

"No. We will check it out. You will stay here." said Ben

"Yeah, it could be dangerous." said Star

"Ship's my pet. I want to help, and you can't stop me." said Julie. Then she entered Kevin's car and seat down. They all entered the car and took a seat.

In the lab. Ship was bouncing around the orb the Forever Knights had him in.

"Scrappy little bloke, isn't he?" said Morton

"Yes, but not so terribly bright." said the scientist as he pressed some buttons. The orb started to shrink. Then heads was sticking out. Then something stuck in the back of Ship's head. Ship started to squirm. "Now, you will do as I command." The scientist pressed a button. Ship green color turned into red.

The group was driving in the car.

"And your not talking because?" asked Star

"Because I am upset with the two of you for being upset with me about Ship." said Julie

"Julie, we aren't talking about a poodle from the local pound. You don't know what you're dealing with." said Ben

"Ben has got a point." said Star

"Yes, I do. I'm dealing with a people who are incredibly mean to poor little Ship and who obviously does not trust me." said Julie

"This isn't about trust." said Ben

"Why don't we discuss this later." said Star noticing Kevin and Gwen looking at them.

They continue to drive to the castle. Once they got there they started to sneak around.

"Looks like a giant miniature golf course." said Ben

"Yeah I know, right!" agreed Star

"Is it time to bust the door down yet?" asked Kevin

"How about we try a more subtle approach for a change?" said Ben

They snuck in as Kevin took a drink a soda. They just looked at Kevin.

"What? I was thirsty." said Kevin

They entered a room.

"Do these drapes really go with chain mail?" asked Ben

"Well, it works for us." said Morton

They turned to find him at the door. Then the armor around the room started to move. The knights started to shot lightning. Gwen made a shield as Ben and Kevin dodged. Gwen was knocked back. "Are you okay?" asked Ben

"Better than them." said Gwen. Gwen got up and grabbed Morton with her energy and tossed him into the wall. Kevin then ran to him and knocked him out. Kevin picked up Morton weapon and absorbed the metal. Ben kicked a table at one of the knights. Then knight lets got of his weapon as was tossed at Ben.

"Look out." said Ben as He and Star dodged it. Julie chough it. "I meant duck not -" Ben dodge an attack of a knight. Star shot some blasts at the other knight. A Knight was about to attack Julie. Julie swung the knight with the weapon she grabbed.

"You're good at this." said Gwen

"It's a lot like tennis, actually." said Julie

Ben kept dodging the knight and trying to find a place to use the omnitrix. Kevin kept bounding the knights. "Gwen, you want to wrap this up?" asked Kevin

Gwen grabbed them all with energy and lift them into the air and through them thru a door. The knights fell down the stairs that was behind the door.

The five of them walked down the stairs in to the lab.

"You know, most accidents do happen in the home." said Kevin

"Oh, you young people are so amusing." said the scientist

"And you would be?" asked Ben

"Dr. Joseph Chadwick, director of technology for the Forever Knights. And you are the meddlers who freed our ancient enemy, the dragon!"

"I wouldn't say "Meddler."" said Star

"Where's Ship?" asked Julie

"Ship? Oh is this what you mean?" asked Joseph asked as Ship was shown as the starship. Ship flew up a little bit. More knight came as well as Morton. Ship then targeted Ben, Star, Kevin, Gwen and Julie.

"Looks like an Antarion obliterator. Nasty piece of work." said Kevin

"How nasty?" asked Ben

"Fire!" said Joseph

Ship fired a laser. Ben, Star, Kevin, Gwen and Julie dodged out of the way.

"Stay-out-of-the-way nasty. Galvin destructor pods, Octurium plasers, Cassiopeia mass drivers - that thing's a flying arsenal." said Kevin

"Fire! Fire! Fire!" ordered Joseph

Ship started to fire at the group as they started to dodged. Kevin absorbed the rock. Ship was about to attack Kevin. Then Gwen ran up in front of him and put up a shield. Ship fired and Gwen shield with stood the attack. Gwen fainted after the attack was done. "Gwen?" said Kevin as he ran to her.

"Okay, now I'm angry." said Ben and activated the omnitrix and hit it. "Swapfire!"

"I with you Ben." said Star

"Shoot it! Shoot it! Shoot it!" said Kevin

Ben and Star were about to shot. Then Julie tried to stop them

"No, Ben and Star! No!" said Julie

"Now, Ban and Star, now!" Ship then targeted Ben and Star. Ben shot a stream of fire at there feet making a wall of fire. "What was that?!" Kevin said helping Gwen.

"Compromise." said Ben

"Well, what are you waiting for? Go!" said Joseph

Ship release a foam to put out the fire. Then Ship targeted the five of them.

"We're toast." said Ben

"Indeed, you are. I have complete control over the creature. My wish is its command."

"This is just like that movie I was watching - "Brain Stealers From" -"

"I thought you said you had work to do." said Star

"I thought you wouldn't like scary movies and you sounded excited to hang out with Gwen and Julie. So I thought you would like to have a girls night with them."

"Awww!"

Then Julie walked up. "Ship, stop! It's me Julie." Ship roared and only targeted her. "Ship, please. Remember what you were - are. Not a monster. Not a killer. You're a good boy, Ship, and you don't have to do what he says."

"I command you to fire all weapons at the intruders now!" ordered Joseph

Ship did nothing. Then green lightning started to spark out. As ship turned back to green and reverted back to normal.

"How did you know that would work?" asked Ben

"You're not the only one who's seen "Brain Stealers From Outer Space.""

Ship came over to Julie. She picked up Ship

"And you told us to shot it." said Star

"It was a suggestion." said Kevin

"A suggestion we'll be happy to take." said Joseph. Then knights started surround them. Ship got out of Julie's arms and tuned back into the spacecraft and triggered the knights in the front of him. "Sir Morton, would you kindly ask your men to lower their weapons? Please?"

"Sorry, doc. It's time we got rid of this bunch, even if we all got go in the bargain." The three knight shot Ship. But they didn't even leaved a scratched. Ship fired a blast at the knights. The knight on the right side fired. Gwen put up a shield.

"Not liking where this is going." said Kevin. The knight on the left fired of one of Ben's arms. Ben regenerated it. Star started to blast the knight that shot Ben. Ship soon landed then Julie ran into Ship. Then Ben and Star went in followed by Kevin and Gwen. Ben fired at the knight. The knight dodged and Ben hit a tank. It started to explode and the castle started to collapse.

"Run away! Run away!" said Morton

The knights started to leave the castle. The exit was blocked before Joseph could get out.

Ben turned back to normal as Ship started fly out through the roof. Then flew away as the castle exploded.

Ship landed in Julie's backyard and dropped everyone out and reverted back to normal.

"Cool. We have our own spaceship." said Kevin

"I have my own spaceship." said Julie

"But we can borrow it sometimes, right?" asked Ben

"Why do we even need a spaceship?" asked Gwen

"Well, you know, for space stuff." said Kevin

"And it would be cool to fly around in it." said Star

"You can borrow him if you can help me take care of him. Walking him, playing with him." said Julie

"Okay, Ship, find me a ball and we can play catch." said Ben

Ship jumped up into the air and turned into a giant ball. Kevin, Gwen and Julie ran away. Star grabbed a hold of Ben as Ship landed on them.


	30. Grounded

Ben's parents were driving.

"He's such a good boy." said Ben's mom

"Ben Tennyson is not a good boy. He's a great boy. I don't know if it's bad karma to pat ourselves on the back, Sandra, but we've done a pretty good job as parents. And we are doing a good job watching Star as well." said Carl

"Well, we haven't stifled them. Allowing a child to explore the wholeness of his of her entire being -" Then there was an explosion. Sandra hit the breaks to avoid the explosion. They got out of the car and as the smocked cleared they saw a Highbreed. The Highbreed was hit by purple energy orbs. That were shot by Gwen. Kevin was near Gwen. Ben's parents started to run away. As the were run away they noticed a boy and a girl run towards the Highbreed.

"Hey, kids! You're going the wrong..." said Carl. Then they noticed the kids were Ben and Star. "Ben? Star?" They started to run after them.

"Ben! Star!" said Sandra

"Stop!"

"Wait!"

They stopped as a rock landed in front of them and backed away a little and hide behind a corner. Star took out her wand and Ben activated the omnitrix and hit it. "Swmpfire!"

"Ben?"

The Highbreed got closer to Kevin and Gwen. "I grow weary of your pathetic human interference." said the Highbreed. He pulled out a light pole. Star blasted the pole so when the Highbreed tried to use it to hit Kevin and Gwen. The Highbreed looked back as Ben jumped kicked the Highbreed. Sending him to the ground.

"You guys okay?" asked Ben

behind the corner.

"That's... Ben?" said Carle in surprise

back with the group.

"Nice to see you two. You working flex hours now." said Kevin

behind the corner.

"Ben, Star, look out!" said Sandra

with the group

The Highbreed ran up and hit Ben and laughed him.

behind the corner.

"Ben!"

with the group.

"No final words, Tennyson? Still reeling from the augmented power of my new form, no doubt." said the Highbreed as he was about to steep on Ben.

"If you're saying you're uglier, you get no argument here." said Kevin

The Highbreed turned around. "I defeated Tennyson. What chance has the likes of you?"

"Me? Not much. But her..." Kevin pointed to Star with a mad look. Star's wand was glowing bright. Then she blasted the Highbreed with a load of bricks from her wand that buried him. The Highbreed jumped out of the rumble and started fly.

"You've already wasted far too much of my valuable time. I'll deal with you at my leisure." Then the Highbreed flew away.

"Ben!" said Star as she ran to Ben.

"Kevin! Ben's still down." said Gwen. Then Gwen and Kevin started to head towards Ben. Ben turned back to normal. Ben got up and Kevin started to laugh as he saw that Ben got a black eye and Star gasped when she noticed it.

"Oh, Man!" said Kevin

"What?" asked Ben

"That Highbreed gave you a black eye. I like him better already." When Star heard Kevin said that she elbowed him in his side.

"Ben, are you alight?" asked Star as she went closer to Ben after she elbowed Kevin.

"I'm fine. I just want to know where the Highbreed went and what he's up to." said Ben

"That way." said Gwen as she pointed.

"The waterfront."

"And he looked like a man on a mission."

"We'll meet at the wharf after dinner and homework."

"Should I floss, too?" asked Kevin

"Your parents are gonna freak out when they see that eye. How are you going to explain it?" asked Star

"Not to worry. My folks believe anything I tell them. I got this covered." said Ben

Ben and Star made there way back home.

"Me and Star are home!" said Ben

"What's for dinner?" asked Star

Both of Ben's parents were standing there at the front door.

"Sup."

"Where have you been, young man?" asked Sandra

"Me and Star were at the movies. I know I should have told you. Sorry, I -"

Sandra gasped as she noticed Ben's eye. "Carl, look at his eye!"

"That's quite a shiner." said Carl

"If that was another three inches higher, you could have put your eye out!"

"Fine! I admit it. I got in a l-little fight. It's no big deal. There was this jerk at school, and..." said Ben

"Ben, are you sure it was a kid at school and not a giant alien creature?" said Carl

Ben and Star were a little shocked. "I think they might be on to us." whispered Star

"I can't believe it. You two look us straight in the eye and lie to us over and over again. We saw you, Ben and Star! We saw you Ben turn into that thing! And you were there too Star. You fired some blasts as well." said Sandra

"No!"

"You just think you saw." said Ben. Then Carl garbed Ben's hand and pointed to the omnitrix. "I can explain."

"Really? Both of you?" asked Sandra

"N-not so much, no." some time passed as Ben and Star took a seat on the couch and started to explain. "...Which allows me to access the genetic code of various extraterrestrial forms in order to battle the DNAliens, who will stop at nothing in their quest to take over the earth!"

"And this become your job when, exactly?" asked Carl

"Five years ago. Grandpa Max said we each have a responsibility to -"

"Oh, of course! Dad. I should have known. That's so typical!"

"He was more than just a Plumber. He -"

"...Lied to us! Your uncle Frank and I knew he had some other life -we knew - and that he lied to us about it all the time! I won't have you lying, too!" Ben stayed quite.

"For me I got my families wand when I turned 14 and was sent her to train with it. I soon decided to join Ben and help him." said Star

"It's our own fault. We were too permissive. And what did we get? A 15-year-old son needlessly risking his life." said Sandra

"Not needlessly, mom. It has to be me. The omnitrix is attached to me. It doesn't come off." said Ben

"Oh, it's coming off, all right." said Carl. They went somewhere and Carly tried to cut of the omnitrix using some of his sawblades and trimmers. "Okay, it's not coming off."

"I tried to tell you."

"Not a scratch!"

"Sorry about your saw blades. In any case, you're forbidden from using the omnitrix. Understand?"

"But, dad, all humanity is counting -"

"Understand?"

With Star and Sandra.

"We will let you keep your wand as long as you only use it for training. No using it willy nelly." said Sandra

"That's what I only use the want for." said Star Sandra started at Star. "Except when I was helping Ben fight the DNAliens."

Star soon entered the room Ben was in after Carl left. Ben's phone started to vibrate. Ben picked it up. "This is not a good time, okay?"

With Kevin and Gwen

"Uh, he said he'd call back." said Kevin as Gwen was working on the computer.

"Look at this. The logbooks show all these freighters as frequent visitors bringing in good and shipping out local products." said Gwen

"So?"

"So, this ship, the Eustacia Vye, is an unregistered tanker from the tiny island of Castoon."

"Where they used to do nuclear testing." Gwen just looked at him. "It was on the historical channel."

"What would Bellwood be importing from Castoon? And if it is connected to the Highbreed, what would the aliens want with it?"

"Ask them." Kevin said as he noticed DNAliens. Gwen turned and saw the DNAliens as well. The DNAliens started to charge as Kevin absorbed the stone floor. Kevin started to punch the DNAliens as Gwen fired blasts DNAliens.

Ben and Star were in Star's room Ben was laying on the floor as Star was on her bed reading her spell her spell book with the help of Glossaryck. Then Ben's phone started to ring. Ben picked it up. "Yeah?" asked Ben

"Uh, hate to bother you, but we got a problem!" said Kevin as he and Gwen continued to fight the DNAliens.

"You've got problems? My parents found about the omnitrix. I'm not allowed to use it and Star limited with her wand."

"Folks mad at the both of you, huh? Sound rough. By the way, we're getting it handed to us by the DNAliens!"

"Okay. We're coming." Ben hanged up the phone as Star closed her spell book. The headed down stairs. "Me and Star have to go help Gwen with an after-school project."

"And it's homework?" asked Sandra

"Yeah. We promised." said Star

"Okay. Since you two promised." Ben and Star started to leave the house. "But back by 10:00." Ben closed the door. Both Ben and Star started to run. They went to the side of the garage. Ben activated the omnitrix and hit it.

"Echo Echo!" said Ben. Then they were hit by a bright light. They looked and saw Ben's parents.

"Oh, man!" said Ben and Star

"Do you two really think we're that gullible? We were teenagers once, too, you know." said Sandra

"I really don't know what to say." said Carl

"Well, I do. Benjamin Tennyson and Star Butterfly, you two at grounded!"

"What?" said Ben and Star

"You can't ground me! I'm a superpowered alien!"

"You're a superpowered alien who's about five minutes from forcing me to reconsider a lifelong disbelief in corporal punishment." said Sandra

"Up the stairs, young man!" said Carl

Ben walked back to his room mumbling on the way. Star tried to sneak away.

"And where do you think your young lady?" asked Sandra

"No ware!" said Star nervously

"I think your room is that way."

"Your not going to tell my mom?"

"I don't know yet."

Star then made her way to her room as well.

In Ben's room. He's cellphone started to ring. Ben answered it.

"Hello?" asked Ben

"Where are you?! We have a little situation here!" said Gwen as she and Kevin were running from DNAliens.

"And a lot of DNAliens." said Kevin

"Okay. Aim the phone at them." said Ben. Gwen then aimed at the DNaliens. Then Ben shrieks into the phone. The sound waves hit the DNAliens. Then Sandra took the phone away from Ben.

"Who is this?" asked Sandra

Gwen hanged up the phone. "Lately, it seems like Ben's just phoning it in."

Star was asked into Ben's room so she was there as well. Sandra put Ben's and Star's phones into her purse.

"That's my phone!" said Ben

"A cellphone is a privilege, not a right. You'll get it back when you've proven we can trust you." said Carl

"Ben, Star, are you two hanging out with a bad crowd?"

"What?!" said Ben

"No!" added Star

"Are they telling you it's "cool" to sneak out, turn into aliens, lie to your parents?" said Carl

"I want to know who this bad influence is. Their parents need to know what's going on. Who?" asked Sandra

"It's a sacred trust." said Star

"We cannot divulge that information." said Ben

"Never, never, never!" said Ben and Star

Sandra just stared and both Ben and Star. Then Ben broke.

The next night. Ben and Star were staring into Ben's computer. Then the phone ring. Ben pressed the button and but it on speaker phone so Star could hear. "Hello?" said Ben

"You ratted me out?!" said Gwen

"I can explain!"

"What's explain? My parents read me the riot act when I got home last night. "How dare you help Ben and Star deceive your aunt and uncle, young lady?" Why did you tell them? You've gone nose to nose with Vilgax without blinking!"

"Vilgax never gave me the mom look. Sorry."

"I have to agree with Ben. His mom can get scary at time. But my mom is even scarier." said Star

"You're sorry, and I'm grounded - stuck here in the house instead of finding out what the Highbreed wants with that freighter." said Gwen as she looked up stuff on her computer.

"Don't worry. Kevin's on it. He's going to check it out tonight." said Ben

"Wait? You sent Kevin." said Star

"Bye Gwen. We've got to go." Ben hanged up the phone.

With Kevin. He was sneaking around the freighter. Kevin found him self in a strange room. "Ugh, what stinks in here?" said Kevin noticing a stinking smell. He looked as saw a strange liquid. "I guess that's for Gwen to find out." Kevin took out a container and tried to get a sample. But he fell in. "It smells even worse up close." Kevin tried to get out.

At Ben's house.

Ben, Star and Ben's parents were eating dinner. The phone started to ring Ben got up and picked it up. "Hello? Tennyson residence. This isn't a good time, Kevin." Ben whisper that

"You're telling me. I'm up to my nose in smelly goo, trapped in a vat, and DNAliens are coming!" said Kevin

Ben just waved at his parents. "I'm conferencing Gwen in." Ben then pressed a button on the phone.

Gwen's phone started to ring and she picked it up. "Hello?"

"I can't get a grip on the wall. Uh-oh. Company." said Kevin

"Kevin? Is that you?"

"Absorb something and bust out of the tank." said Ben

"Absorb what? Stink?" Asked Kevin

"What's your phone made of?"

"Titanium. Why?" Kevin relived. "Oh."

"Ben, you're on punishment! Get off the phone." said Carl

"One minute, dad." said Ben

"Guys, I think I know what Kevin's swimming in. According to wifipedia, Castoon has only one export -bat guano."

Kevin made a hole into tank and exited it. "What is guano?" asked Kevin

"Evidently, the berries on the island are radioactive from the nuke testing years ago. When they're eating by the bats, the resulting waste is the rarest isotope in the world."

"Ugh!"

"Ben?" said Carl

"One minute." said Ben

"The radiation is mild, however, it would take a lot of it to constitute a threat." said Gwen

"Gwen, how much can that freighter carry?"

"50,000 tons."

"Guys, I could use a little help." said Kevin

Then Sandra took the phone and hanged it up.

""No phone" means "no phone"! Go to your room." said Sandra

"I can't believe this is happening!" said Ben as he walked to his room.

"I can be excused?" asked Star

Sandra nodded and Star followed Ben to his room.

They entered Ben's room and Ben's computer started to beep. Ben and Star walked to it Ben took a seat and hit a few buttons. Then Kevin showed up on the computer. "Oh, hey. You found a wireless network." said Ben

"Yeah. That is the good news. The bad news..." said Kevin. Then he showed some DNAliens chasing him. "They're not happy about it."

"Ladder ahead on your right. Climb it. Okay, the hatch on your left - go through it and hug the wall. Now just hang there for a second till they pass. Back through and shut the hatch."

"I get it. I get. You got a real future as a personal-navigation device, Tennyson. Why don't - Whoops. Here come some more."

"There's a crane hook right there."

"What about it?"

"Grab it, then kick the green button!"

Kevin was flung around. "Okay. That was pretty cool. I should roll solo more often."

"Whatever." said Star

"Just get out of there, and we'll -" said Ben as Ben Star were shocked from what they saw.

"What's wrong?" asked Kevin

"Kevin don't panic. Everything will be okay. Just -"

Then Kevin was grabbed by a Highbreed.

"Nice to see you again, Vermin." said the Highbreed

"Ben, Star, a little help here." said Kevin

Then the computer turned off. Ben and Star turned around and saw Ben's parents and Carl was holding the computers plug.

"Dad, no!" said Ben

"Oh, don't you "no" me, Ben Tennyson! You have defied us for the last time."

"You've got to listen! Our friend is in trouble!" said Star

"Yeah, we've got to go help him!" said Ben

"I don't want to hear another word. You and Star are not leaving your rooms. You two are not calling anyone, you are not I.M.'ing anyone, you are not texting anyone, you are not myfacing anyone." said Sandra

"Myfacing?" asked both Ben and Star

"You two will sit in your rooms alone until we tell you otherwise! Understood?" said Carl

"You don't understand." said Star

"Yeah! This is a matter of life and death!" said Ben

"They only life we're concerned about are your two. You two are staying in you're rooms." said Carl

Ben and Star looked out the window.

"Don't look out there. Look at us." said Sandra

"I'm sorry. I love you guys. You're awesome parents. You raised me by example. And time after time, I've seen you put other people's need first. I can't obey you now without disobeying everything you've ever taught me about life, about life, the world, and responsibility." said Ben as he reached for the omnitrix.

"Ben, we forbid you to -"

"So, when I get back, punish me however you want. But right now, I have a friend who's in trouble." Ben activate the omnitrix and hit it. "Humongousar!" Ben pushed down the wall and jumped down. "Sorry!"

"Wait for me Ben!" said Star as she jumped on to Ben. "I'll fix that later!" Then Ben started to run to were Kevin is and telling Star what Gwen said on the phone.

"They just walked out on us. What are we gonna do?" asked Sandra

"We're going to listen to our son." said Carl

Ben pulled up on the tanker. Star got down of off Ben. Star started to blast some of the DNAliens. Ben started to swing his tail hitting the DNAliens. "You guys picked the wrong Humongousaur to gang up on. I'm having a bad night." Ben and Star headed inside.

Kevin was being held captive. The Highbreed was watching over him.

"This stinks." said Kevin

"You are not the first to taste defeat at our hands, nor will you be the last." said the Highbreed

"No. I mean the bat poop. I can't believe you eat that stuff." said Kevin

"We do not eat it, human."

"Sure you do. What else would you do with it?"

"Tennyson has trained you well, but your pathetic attempt to learn our plans succeeded only in reminding me of the need to dispose of you." The Highbreed grabbed Kevin and was about to attack him. Then he was hit by a DNAlien.

"Oh, that one was little high and inside." said Ben

"It looked good to me." said Star

"I thought you two got sent to your room without supper." said Kevin

Ben grabbed Kevin. "Enjoy use while you can." said Star

"Yeah, we are gonna be grounded for the rest of high school." said Ben as he broke the thing holding Kevin.

"I was just getting him to spill his guts about his plans for the bat poop." said Kevin

"The DNAliens down there are rendering it, removing the impurities until they're left with a highly volatile isotope, suitable for use as a power source."

"You figured all that out by yourself?"

"Gwen did." said Star

"The question is - power source for what?" asked Ben

"Its' a surprised. The final surprised for the human race! Destroy them!" ordered the Highbreed

The DNAliens started to head towards them. Kevin stared to absorbed the rail.

"Hold on. Try the cable." said Star as she pull up the cable.

"Cool." said Kevin as he absorbed the cable.

Ben and Kevin started to pound DNAliens with each tacking a side of the walkway. Star was blasting the DNAliens taking out from both sides of the walkways. Some of the DNAlien were thrown off the walkway. Then a DNAlien was thrown at Ben. Ben looked and saw the Highbreed. The Highbreed gestured at Ben to come at him. "Star, Kevin, handle the rest." said Ben

"Do your thing." said Kevin

"We got this." said Star

Ben jumped down of the walkway. The Highbreed soon punched Ben. Ben was send into container.

"Might want to put a little size on." said Kevin

"No...room...in here." said Ben

"You look fatigued, vermin. Let me help put to the rest, permanently." said the Highbreed as he started to hit Ben repeatedly.

"Ben!" said Star as she switched from firing magical blasts and punching and kicking DNAliens. Kevin was being overrun by DNAliens.

"Congratulations. That was almost exercise." said the Highbreed. Ben smiled as he removed himself from the container. The constants spilled onto the Highbreed. Ben walked to the Highbreed. The Highbreed grabbed Ben by the throat and tossed him into a door. The Highbreed walked up to and held Ben down. "Goodbye, Ben Tennyson."

The door opened. Then a blast came out of the open door and knocked the Highbreed off Ben. It was reviled it was Ben's parents with Carl holding a weapon.

"Good shot, honey." said Sandra

"Like my dad always said - the right tool for the right job." said Carl

"Ben, are you okay?"

"Mom, dad - am I glad to see you. I mean, I'm always glad to see you, but..." said Ben

"Uh, excuse me." said Kevin as he and Star was piled on by DNAliens. With Kevin at the bottom of the pile and Star being near the top.

"You're his ruffian friend, right?" asked Sandra

"I got it covered, dear." said Carla s he pointed the blaster at them.

"Whoa! Whoa! Whoa! Whoa!" said Star and Kevin. Then the DNAliens ran way at the sight of the blaster pointed at them.

"Thanks." said Star

"Uh, nice piece, by the way." said Kevin

"Yeah, dad. Where did you get that?" asked Ben

"What? This old thing? It's been sitting in the attic ever since Frank and I were kids. Always hated it." said Carl

"Are you okay, Ben?" asked Sandra

"Fine, mom. I'm sorry I just blew you of like that." said Ben

Star and Kevin made there way down from the walkway and meet up with Ben and his parents. "I'm sorry too." said Star

"Well I'm not. I mean, it's actually kind of cool that you showed up when you did." said Kevin

"It was very cool. We're proud of both of you. Your friend was in danger. You two had to help him." said Sandra

"His friend? You heard that monster, honey. The whole world was in danger! Ben and Star saved it." said Carl

"I helped." said Kevin

"The point is, we've seen you both in action. We know what you two are capable of. Clearly, you two know what you're doing."

"Ben, you would have found a way to win even if your father hadn't shot the giant alien with the space bazooka." said Sandra

The Highbreed started to walk towards them. Star got in front of Ben. "I will not let you harm my, boyfriend!" said Star as she aimed her wand at the Highbreed. "Turbo Nuclear Butterfly Blast!" Star send out a powerful blast at the Highbreed sending him flying into the device that was making the isotope.

"What did Star mean about boyfriend?"

"Me and Star have been dating for a few months now." said Ben

"Why didn't you tell us."

"Can we talk about this later?" asked Star

They soon got off the tanker and later was sunk. Kevin came out of the water. "Okay, I sunk it." said Kevin

"Hey,what about the Highbreed? You were supposed to drag him off the ship before you scuttled it." said Ben

"Was I? Must have slipped my mind. Kidding! He was gone I got back."

"You're right, mom - he's a ruffian."

Once they got back home. Sandra got her camera and started to take some pictures of both Ben and Star together.

"Mom, I think you took enough pictures." said Ben a little embarrassed

"I agree with Ben." said Star also kind of embarrassed

"I just want a few photos of you two as a couple. You two just make a cute couple." said Sandra as she took another picture. "Star do you parents know about you and Ben?"

"No. Not yet."

Ben saw his dad take down a dream catcher and put up the gun he used.

"I thought you hated that thing." said Ben

"Yeah. I used to hate all that Plumber stuff. It reminded me of the secret life your grandpa Max hid from us. But now I understand, he was only protecting us." said Carl

Then Ben and Star's phones started to ring. Sandra opened her purse and pulled out there phones. "Ben it's your cousin." said Sandra as she held out there phones. They each took there phone and picked it up there phone.

"What's up?" asked Ben

They heard what Gwen said. "Okay." said Star

"Have to call you back." said Ben. The both Ben and Star hanged up their phones. "So, there's been an alien sighting in the desert that -"

"Then what are you two waiting for?" said Carl

"It's cold in the desert at night! Take a jacket!" said Sandra

Both Ben and star left the house and started to run to the desert.


	31. Voided

In Ben's room. Ben, Star and Gwen were waiting for Kevin.

"Tell us about this message already, Gwen." said Ben seating in he's chair as Gwen went to went through Ben's closet

"Yeah, we've got homework." said Star seating on the bed.

"Let's just wait for Kevin. Then I don't have to tell it twice." said Gwen

"Was it an e-mail? Just let us read it." said Ben

"A telepathic SOS sent through my energy field. Oh look. A dollhouse"

Ben then got out of the chair fast. "It's not a dollhouse! It's a Sumo Slammers' battle ring!"

"With dolls in it."

"Action figures! They're not dolls. They're collectibles."

"They look like dolls to - aah!" Gwen dropped the battle ring as got a headache.

"Are you okay?" asked Ben and Star

Gwen's eyes started to glow. "Something coming in." Then a picture of Helen showed up.

"Can you hear me, Gwen? Did you find Ben? We need help!"

"Helen?" said Star

Then Kevin came into the room. "Holograms? It's never like I come over, and you're just playing video games or something." said Kevin as he came over to the group.

"I can't hear you." said Helen

"Helen, I'm right here!" said Ben

"You guys, if you're getting this message, it's important. Please help us!"

"Hard to focus... can't keep connection." said Gwen

"There is a terrible danger. We need help desperately. It's a matter of life and death! Please!"

Gwen groaned as the pitcher disappeared and she started collapses. Kevin grabbed her. "You okay?" asked Kevin

"Yeah." said Gwen as she regained herself. "Anyway, I'm doing better than those Plumber kids."

"What did they expect, going into the Null Void? Not like we didn't warn them."

"We have to go get them out."

"You're not going in there! I've been there. It's -"

"I can handle it."

"No, you can't. There's too much riding on us being here." said Ben

"But, you heard Helen. They need help." said Star

"I know. That's why I'm going alone."

"Oh no, you are not going there alone. I'm coming with you."

"But Star..." Ben stopped talking as he noticed that Star was looking at him with a intense stare.

Later at Kevin's workshop. both Ben and Star were putting on a pack.

"Last time I went into the Null Void, I didn't need all this junk." said Ben

"Last time, you had a motor home full of cool, state-of-the-art Plumber gear." said Kevin

"Which you sold." said Star

"The point is, it's gonna be tricky to get you out. Even if I'm able to temporarily whip a doorway into the Null Void, these cables are the only thing connecting you two to -" said Gwen

"It's not a cable. The Plumber snack is an unbreakable, pandimensional retrieval system worth muncho dinero, which you are very lucky I have." said Kevin

Gwen connected the cables to both Ben's and Star's packs. "Aw, you'd miss use." said Ben

"I got better ways to spend my time than going to both of your funerals."

"Plus if it goes really wrong I can always use the dimensional scissors." said Star

Gwen's eyes started to as a portal started to open up. "I retraced the energy path from Helen's message. Hopefully, it will lead you to her location, but I don't know how long I can keep this open." said Gwen

Both Ben and Star activated the pack and started to fly into the portal. They soon found themselves in the Null Void.

"So this is the Null Void. To tell the truth I thought it would it would look deferent." said Star. They looked back and saw the portal close. Some creature were screaming for help as a beast was carrying them.

"We're coming." said Ben as he and Star as they used there pack to fly after him. Star then fired a magical blast and hit the beast. The blast hit the beast and it dropped the creature. The Beast started to fired blasts from its mouth. Ben and Star dodged the blasts. "This would be easier without the leash! Let's see how smart you are." Ben and Star flew the rocks and tied the cable to find of trip the beast as it flew into it. The beast was sent into a rock. Then Ben and Star flew back to the creature landed.

"Are you okay?" asked Star

"I knew it! I knew once mews of my capture had spread, The Wrench would never let me fall into the hand of D'void. We must flee. He'll be back - and not alone!" said the creature

"Uh, yeah, okay." said Ben

Ben grabbed the creature's hand and the started to fly away with Star following. They soon found a creator to rest in.

"If you two know The Wrench, he must be warned. This entire dimension is becoming destabilized." said the Creature

"Wait, slow down." said Star

"Who is The Wrench, anyway?" asked Ben

"What are the Helpers?"

"You two aren't helpers? But even so, how could you two not have heard of The Wrench, the only person who dares defy D'void and his null guardians?" said the creature

"Back up and start again. I don't understand anything -" said Ben. Then they were blast fired at them.

"Null guardians! They found us!" Ben and Star got ready for a fight. Then they heard a voice.

"Yee-ha!" They looked and saw Manny riding a beast.

"Ha! The Helpers!" said the Creature with Ben and Star.

The null guarding were about to attack Many when a big wind came and push them away. "Eat my dust doggies!" said Helen as she came to were Ben and Star were. "Come on. We don't have much - Ben, Star? I knew you'd come."

Many flew down. "What are you two doing here?" asked Manny

"I called Ben. We need him, Manny."

"Don't worry. We can get you back home. Just take our hands, and our friends will pull us -" said Ben

"No, Ben. You don't understand." said Helen. Then there was a roar.

"It's D'void." said Manny

"The null king is upon us! All is lost!" Said the creature

"Not yet, old man." Manny got off and put the creature on the beast he was riding and send him away.

"Ben, Star, you two need to go, too. You're too valuable to fall into D'void's hands. We'll act as decoys and lead him away."

"What? We're here. We can you beat this guy." said Ben

"Yeah!" agreed Star

"Nobody can beat D'void. Find The Wrench. Help him." said Manny

They started to head into battle.

"Oh, fine. We'll just sit this one out, then." said Star sarcastically

"Yeah, not too likely." said Ben

Both Ben and Star started to fly into the air. But the got stuck by the cable. They both started to pull on there own cords.

Manny and Helen were both fighting the null guardians. Then a man appeared out of a nest of null guardians. "Who dares defy D'void?" asked D'void

Manny tried to blast D'void but it did nothing. Ben and Star looked and saw D'void and Ben recognized him. "Dr. Animo?"

"You know him?" asked Star

Manny was hit by a null guardian into the hands of D'void. "What have we here? One of those annoying, little helpers?"

"Manny, no!" said Helen. She started to charged D'void but he stopped her by grabbing her.

"There's no help for you, helpers... and no hope at all!" said D'void

With Kevin and Gwen. They wait for Ben and Star to returned. Then the two cords dropped down.

"What happened?' asked Gwen

"I don't know. Reel them in." said Kevin. Then he ran and pulled a lever. The cords started to get pulled in.

"Come on! Hurry!"

"This is as fast as it goes." The cords came through the portal cut.

Back with the Plumber's helpers.

"Now, tell me, helper, where can I find your leader?" said the D'void

"doesn't matter what you do to us, D'void, we'll never betray The Wrench!" said Manny

"Perhaps you'll feel differently after watching my pets play tug-of-war with your friend."

"No!" said Helen with fear in her voice. D'void thru Manny and the null guardians started to attack him. The null guardians then got zapped by lightning.

"Who dares?!"

Manny was carried by Star with Ben transformed into Brainstorm was near by. "That isn't how to tell a joke, miscreant. First, I say, "Knock, knock." Then you say, "who dares?"" said Ben

"You would mock D'void?"

Star carrying Manny landed on a floating bolder. "D'void? AKA Dr. Animo? I most certainly would mock you. I'm doing so now, albeit subtly." Then Ben charged at D'void and grabbed him.

"You know my name, helper? How?!"

"Although I'm generally much too modest to boast, on rare occasions, I do come out of my shell." Ben open his skull and zapped D'void with lightning. That made D'void drop Helen. "It is difficult to believe. That electro-encephalitic mind blast should have been more than sufficient to render him insensate."

"Believe it. Now let's go!" said Helen as she grabbed Ben. Then grabbed Manny and Star as she ran away.

"So... a helper knows my name. But not for long!" said D'void

Later as Ben, Star, Helen and Manny were hiding from D'void with a family. They saw as the null guardians took some supplies and the man's son.

"Come on. We've got to help him." said Ben

Ben and Star were about to leave then Manny stopped them. "No." said Manny

Ben and Star noticed that one on Manny's hand was mechanical. "What happened to your -" said Ben

"D'void is too strong to fight."

"What's going on here?"

They followed Manny as they went deeper into the house.

"Thanks for hiding us. I'm - I'm so sorry about your son." said Helen

"D'void takes everything. Our only hope is The Wrench and you helpers." said the man

"Okay, who's The Wrench? Come to think of it who are you?" asked Ben

"Ben I thought you said the Null Void was a prison." said Star

"No, not a prison. A penal colony. Long ago, the Galvin created this pocket dimension so they could banish the criminals from the universe itself. To some it was a chance to start again. My ancestors have tilled these asteroids since the beginning." said the man

"Over time, other worlds discovered the Null Void and started dumping their criminals here, as well." said Helen

"But the Galvin had foreseen that problem and created the null guardians." said Manny

"It wasn't an easy life, but it was bearable... until he came. D'void somehow gained control of the null guardians. Now he reigns supreme, conscripting anyone -Everyone - to dig for cormite in his accursed mines." said the man

"I've tangled with the D'void before. On my world, he calls himself "Dr. Animo," and he has the power to control animals. That's how he's controlling the null guardians." said Ben

"You tangled with D'void? How did you survive?" asked Manny

"Not just survive. I won. Several times. This invulnerability and the whole crazy-strong thing - all new."

"Okay, so you take us back to Earth. We load up on equipment, find some reinforcement, and shut down D'void once and for all." said Manny

"I got this." said Star as she took out her dimensional scissors. She cut open a portal like she did several times before but the portal to Earth looked strange. It was a statickly then disappeared. "Okay, that's not supposed to happen."

"Okay, and we lost our tethers. So there's no way to get our team here to help. And we're stuck here, just like you." said Ben

"Great. Some saviors you brought us, Helen. They can't even save themselves." said Manny

Helen ran and pushed Manny back a little. "Ben has fought D'void before. Maybe he can help us. Anyway, that's not us to decide." said Helen

Manny just growled.

They soon found themselves at a stone bridge.

"This is where you live?" asked Star

"This is where he lives. We live... wherever." said Manny

"Helen! What have you done?!" said Pierce as he flew down on a pack. "You brought two outsiders here? Nobody gets to see The Wrench. Nobody!"

"They are friends, Pierce. I told you. Ben is the whole reason we came to find you here." said Helen

"Maybe. Or maybe this two are just some shape shifters, showing you what you want to see."

"Look, if you want to take us to see your boss, fine. If not, we'll find him ourselves." said Ben

"There's only one way to get to The Wrench. Across here... and through me."

"Fine by me." Ben took of his pack and Pierce took his off as well. "Some fight. You're a walking pincushion, and I'm empty-handed." Pierce grow a spike out and broke it off and tossed it to Ben. Ben caught the spike. "One spike against 300 - you're a real sport, Pierce."

"And you're dead meat, spy." Pierce said as he grew and charged Ben. He strike Ben with his spike but Ben block them with the spike he was given. Pierce trough a few kicks. Ben then tripped Pierce with the spike. Pierce tried to get up put a set of spikes on one of his arms was stuck in the rock. Ben charged at Pierce but his kicked the spike that Ben was holding and brock it. Pierce brock of the spike that were stuck in the rock.

"Oh, great." Pierce started to charge at Ben. Ben used the spike pieces to block his attacks. Pierce soon hit one of Ben's hands making him drop one of the spike pieces. "That was my video-game hand!" Pierce was going to attack but Ben slide under Pierces legs. Ben was going to attack him from the back. Then Pierce shot spikes. Ben dodged but accidently fell of the bridge. "Aaaahhh!" Star was shocked that Ben fall of the bridge. Ben grabbed the edge of the bridge.

"There's more where that came from."

Ben dropped the spike piece. "Okay, you win." Pierce helped Ben up.

"You didn't do too bad. At lest we know you're human. One of D'void's spies would have mopped the floor with me in a fair fight." They turned and saw that Star had pined Manny to the ground face down.

"Okay, what's going on here?"

"Well Manny here pulled his blaster on you. So I made sure he couldn't do anything." said Star

"I will say your companion has your back. Come on. I'll take you both to The Wrench." said Pierce. Star got off Manny and then Ben and Star followed Pierce to were The Wrench lived. He moved the drape so they could enter. "Ah, don't eat anything he offers you." Pierce warned both Ben and Star. Ben and Star entered the hut and started to make there way to the man sitting in a robe.

"Uh, Mr. Wrench, I don't mean to get in the middle of your war, but this whole dimension is destabilizing -" said Ben

"Why don't you tell me about it over a bowl of my famous centipede gumbo?" said The Wrench as he turned around reviling he was grandpa Max. Both Ben and Star gasps as they saw who The Wrench was. Then Ben and Max started to hug and the started to laugh. Star was happy to see that Max was alive. Then Ben and Max broke the hug.

"So... you going to make us ask?" asked Star

"Well, when I detonated that Null-Void grenade, it didn't blast me to kingdom come. It blasted me here. I meant to come home, but once I saw how badly these folks were being oppressed -"

"You took it upon yourself to eighty-six Dr. Animo's reign once and for all." said Ben

"Yeah, or at least throw a monkey wrench into the machinery."

"Hence, "The Wrench.""

"And the helpers - Plumber's helpers." said Star

Pierce walked up to the group.

"Pierce here helped me round up everyone willing to fight D'void. But enough about me. What are you two doing here? How did you two get here? And how on Earth did Pierce beat you, Ben?" asked Max

"I kind of let him win." said Ben

"I kind of figured that out." said Star

"You what?!" said Pierce with a hint of anger

"I figured it was the only way you would lead me to The Wrench - uh, Grandpa. What I've learned is that the Null Void is actually disintegrating." said Ben

"Oh, then it's happening faster than I thought. Pierce, gather your team." said Max. Pierce gather his team and brought them there. "This is cormite" Max said as he put a piece of cormite. on the table.

"We know that. Half the Null Voiders are slaving away in D'void's mine, digging that stuff up." said Manny

"What you don't know is why." Max flipped a switch and a drill and a furnace appeared.

"D'void burns the cormite in this furnace, which feeds his dimensional bore, which is literally ripping a hole in the barrier between the two dimensions." said Pierce

"D'void want to escape and bring his army of null guardians with him to conquer the Earth." said Helen

"Guerrilla tactics are no longer an option. We have to mount an all-out attack on his citadel." said Pierce

"Why fight our way in when we can hitch a ride?" asked Ben

Soon later the null guardians started to carry some supplies to the citadel. The null guardians dropped of the supplies.

"Now!" said Max as the they jumped out of the supplies. They started to fight the null guardians. Ben activated the omnitrix and hit it.

"Chromastone!" Ben and Star started to fire blasts in the sky and hit some null guardians. Manny and Helen started to attack the null guardians as well. Pierce shot spike at some of the null guardians. Max jumped up on the back of the null guardian and hit the beast with a metal poll and shocked it and send it crashing to the ground. Ben and Star were blasting.

"Ben, Star, here's a path to the bore. Pierce, you're with me. We're taking that thing out." Ben and Star started to blast the null guardians in the way. Then Max and Pierce made there way to the furnace followed by Ben and Star. "Nice work, Ben and Star."

"It's not over." Ben said as D'void showed himself. Ben and Star started to blast D'void but the blasts did nothing. Ben then turned back to normal.

"Max Tennyson. So you're the mysterious Wrench. And young Ben - always a pleasure to try and end your miserable, interfering life." said D'void

"Are you still a doctor, Animo?"

"What?!"

"'Cause it hurts when I do thins!" Ben activated the omnitrix and hit it. "Humongousaur!" Ben grow bigger and then punched him thru the ground. "See? I told you it hurts."

"Give me a moment, and I'll show you real pain."

"Thanks, anyway. I'll pass." Ben then stepped on D'void. D'void then through Ben off him sending flying. He started to laugh evilly.

"It's a shame to have to end this, but I've almost drilled the dimensional wall, and I have a whole planet to conquer."

Ben then turned into a different alien. "Brainstrom! Here's a display of electro-cranial power that I know you'll get a charged out of." Ben then send a bolt of lightning towards D'void and Star fired some magical blasts. The lightning and the magical blast did nothing to D'void as he laughed evilly some more as he started to walk towards them. D'void punched Star and kicked Ben sending them flying. Ben turned back to normal. Max ran over to were Ben and Star landed.

"Ben, try Swampfire's methane attack." said Max

"It's no use, grandpa. He's getting stronger. When I fought him outside the citadel, Brainstorm scrambled his egg. But here... That's it! Star, Grandpa, hang tight." Ben started to run.

"What are you doing?" asked Star and Max

"Ben Tennyson fleeing before me... The Wrench at my mercy... and then a world to conquer." said D'void

"Sounds like a busy day. I hope you had a big breakfast." said Ben near the furnace.

"What?"

"Ben, get away from there." said Max

"This furnace - it doesn't just power the drill. It powers him. That's why he's so much stronger here in his fortress. And that's why it has to go!" said Ben. Then he dropped into the furnace.

"No!" shouted Max

"BEN!" shouted Star

As Ben was falling he activated the omnitrix and hit it. "Big Chill!" Ben continued to fall. "Let's just how cold I can make it."

"Ben!" said both Star and Max as they ran to the furnace.

"You two will join him soon enough." said D'void as he got closer to both Star and Max. Star and Max both got ready for a fight. "What?!" D'void said as some smoke came out. Then the drill started to freeze over and soon started to snow. "Impossible!" The null guardians started to fly away. "No! Noo!" D'void charged at Max and Star. Max punched him and Star round housed kicked D'void to the ground. Ben came out of the whole with a huge ice glacier and turned back to normal.

"Nice work." said Ben

"I did have a big breakfast." said Max

Ben slide down. "All right!" said Manny

"Way to go!" said Helen

They celebrated for the victory.

"Pierce, take charge of D'void. Helen, Manny, make sure everyone is out of those mines. And keep a lookout for guardians. We've still got a lot of work to -" said Max

Then a purple light appeared. Then it started to open up. Gwen was open it up. "Ben! Star! are you here?" said Gwen

"Gwen! check out what I found!" said Ben

"Hi, pumpkin!" said Max

"Grandpa!" said Gwen as she have a hard time keeping it open. "I can barely keep this doorway open. You've got to hurry!"

"You heard her, grandpa. Get the helpers. Time to go." said Ben

"I can't go, Ben. We have to finish things here. Get those guardians working like they're supposed to. Make sure everyone's safe." said Max

"Then, I'll stay, too I can help."

"If Ben's staying then I'm staying." said Star

"The Earth needs you two to protect it, Ben and Star." said Max

"Then, help me. I need you." said Ben

"Not anymore, Ben. You proved that to day. You as well Star you two make a great team."

"I can't lose you again."

"Never happen. We'll find our way back when our work is done here. And, besides, I'm always with you."

Star watched as Ben and Max hugged. "Max! Thanks! Good luck!" said Star

"Ben, Star, hurry!" said Gwen

Ben helped Star trough the portal. Then Gwen grabbed Ben's hand and started to pull him up. Then Star and Kevin grabbed Ben's hand. "Time to come home, Ben." said Kevin. Then three pulled Ben up and through the portal.


	32. Inside Man

In the middle of desert a truck swerving a little but regained control. The driver was starting to sweat. The driver got some thought were he stole the truck. Then he started to swerve again. The driver grabbed his head and started to drive off the road. He soon drived of the cliff and crashed. The drive got out of the truck and started to walk away. He continued to walk along the road. Then a truck stopped right next to him. The Driver entered the truck.

"The name's Jeff." said the man how gave the driver a ride.

The diver pulled out a wallet and looked in it. "Uh... Tyler." said the driver

"You got to look it up?"

"The aliens did something to my mind, but I still have to find a way to stop them."

Jeff thought Tyler was crazy and drop him off on the side of the road and started to drive away. Tyler started to walk down the road. He found himself at a town and entered a police station.

"A nest of aliens, huh?" asked a police officer

"You have to believe me!" said Tyler then he got a headache as he got some more visions. "I don't understand it all myself, but I got away. That proves something, right?"

"Good news - the highway patrol has a special alien-proof room. Officers Mullen and Liu are gonna take you there."

"No!" This is real!" Tyler said the two officers grabbed him. Tyler started to rested.

"It's only until the alien-proof bus can come for you."

As they took Tyler away and different cop pick up the phone. "He's here."

The officer put Tyler into a cell. The officer left and turned of the light. Tyler took a seat on the bed in the cell. "Details - my name is Tyler. I'm - I'm 26 years old, maybe a little confused, but I'm not crazy. Somebody listen! There are aliens! I saw them! Aah!" Then Tylor got some more visions.

"I said wake up. Ain't nothing to be afraid of, Tyler. We just need your statement." said one officer as he open the cell.

"Where'd you hide the key?" asked a second officer

"Key?" said Tyler confused

"Aw, don't play stupid, Tyler." said the first officer as he took out a blaster.

"Nowhere to run, Tyler." said the second officer

They pushed Tyler to the wall. "Make it easy on yourself, boy. Tell us where to find it."

Tyler struggled and knocked of a mask of on of the officers and it was reveled to be a DNAlien. "You're one of them!"

"We don't have to harm you, Tyler." said the DNAlien as the other officer as he to of a mask and it was a DNAlien as well.

"Not at first!" said the other DNAlien. Tyler picked up the bed and pin the DNAliens against the wall. He left and closed the cell. The DNAliens soon got freed and started to go after Tyler. Tyler started to leave town as a green car stopped in front of him. The passengers side door opening

"Get in!" said Ben

Tyler got into the car as he dodged a goo shot by the DNAliens. Kevin started to drive away fast. "Who are you?" asked Tyler

"I'm Ben. This is Star, Gwen and Kevin." said Ben

"We're here to help you." said Star

Tyler started to pull on Ben's face. "Ow! Why'd you do that?!"

"You'd never believe me." said Tyler

"Think Tennyson. Those DNAliens came out of the police station." said Kevin

"They must have had I.D. masks." said Ben

"You know about the aliens?" asked Tyler

Kevin then showed him his Plumber's badge. "Been scanning for communications that mention any kind of tech above level two. Your name came up, Tyler." said Kevin

"You know who I am?"

"Only that somebody back there made a call about you." said Star

"Yeah, they said you've got an oscillator key, whatever that is." said Ben

"Level-5 alien tech." said Kevin

"And fighting aliens is kind of our specialty."

"Where did you get your hands alien technology?" asked Gwen

"I... I don't know. Something messed up my memory." said Tyler as he held a small object.

"What's that, more alien tech?" asked Kevin

"It's a pick - a bass pick, to be exact." said Ben

"Are you musician?" asked Star

"That sounds right, but, I-I don't have any clear memories." said Tyler

"Well, that helps. You stole a hyperdimensional oscillator key from a Highbreed nest, and oh, you play the bass." said Kevin

"Lights off!" said Ben

"Huh?"

"Do it!" Keven flip a switch and it turns out the light off on the lights. As they drove by they saw that the DNAliens were searching for the key. Kevin turned the lights back on. "They're out in force. Something big is up."

"A hyperdimensional oscillator key is about as big as it gets. It's for warping space." said Kevin

"I had to steal it away from the aliens." said Tyler

"From doing what?" asked Star

"It'll come to me." said Tyler

"Helpful." said Kevin sarcastically

"You guys, we do have one advantage. They may need it, but they don't know where it is." said Gwen

"I do." said Tyler. They continue to drive till Kevin started to drive of the road. They stopped and left the car so they could climbed down the cliff. They continued to walk. "I ditched it over here." They soon got to the wrecked truck.

"Nice job parking, slick." said Kevin

"You can't see it from the road. Driving a truck isn't easy." said Tyler

"Neither is keeping a piece of equipment this size from the aliens. I'm still wondering about that." said Gwen

Gwen and Star worked together with there powers to rip of the doors of the container that was being pulled truck. There was something blocking them. Ben activated the omnitrix and hit it.

"Chromastone!" said Ben

"What are you people?" asked Tyler

"Get used to it." said Kevin

"Let me speed this up a bit." said Ben. Then Ben glowed and fired a multicolor blast at the container making a hole. Ben jumped to the hole and made it bigger and went into the container. "Now let's have a look at this oscillator key." Ben glowed a little to give him some light. Then some DNAlien showed themselves. "Oh, man!"

Outside the container.

Kevin walked over to the hole. "Tennyson?" said Kevin

Then Ben was launched out of the container and into a rock. Ben got up. "DNAliens!" said Ben

DNAliens came out of the container. "Protect the key!" said one of the DNAliens

Some of the DNAliens grabbed ben and started to shot goo at him. They didn't noticed Star, Kevin, Gwen or Tyler. Star shot a magical blast at one of the DNAliens. Witch got there attention. Gwen tried to fire a blast but was hit by a DNAlien. Star kept blasting the DNAliens. Two DNAliens were about to attack Tyler but Kevin quickly absorbed the container and knocked out the two DNAliens. Then a DNAlien grabbed Kevin with its tentacles. Kevin got free and started back to punching DNAliens. As they were fighting Tyler was just standing there looking at the oscillator key. A DNAlien grabbed Gwen. "We are much stronger than you, human... Much, much stronger." said the DNAlien

"Yeah? Well, body odor isn't everything." said Gwen. She send out energy and grabbed the DNAlien has her and pulled him off. Star continued to blast and beat down the DNAliens. Ben thru off the DNAliens that were holding on to him.

"You're coming with us." said a DNAlien as he opened a container and a Xenocite came out. It headed for Ben. Kevin was grabbed by several DNAliens. Tyler did nothing but just continued to look at the oscillator key and started to get more visions.

"Got it." said Tyler

Ben got up with the Xenocite on his face. "Indestructible, super-dense silicon guys!" said Ben as he ripped off the Xenocite. "Nice try, though." Ben tossed the Xenocite a side and started to blasted the DNAliens. The DNAlines that was holding Kevin was started to rip of the metal he absorbed. Ben and Star noticed that and they started to blast the DNAliens. They ran up to Kevin. "You okay?"

Kevin started to groan. "No." said Kevin as he got up.

Gwen was with the last standing DNAlien. "You're it, guy. Last monster standing." said Gwen

"Scum. There are countless others." said the DNAlien. Then the DNAlien ran to a truck. He entered and put on an I.D. mask. He started up the tuck and all the DNAliens got up. They got into the back of the truck. The truck then drove off. Gwen and Star were about to attack.

"Let them go." said Ben

"Right." said Star

"It's the big key we're after." said Gwen

Ben and Kevin turned back to normal.

"Ben, I got it! The aliens - not these, the other ones in charge." said Tyler

"Highbreed, the big ones." said Kevin

"Yeah! They're building a dimensional gateway in Los Soledad."

"Where are they going?" asked Star

"Not going - coming. The whole highbred fleet's gonna invade and destroy the Earth! I remember!"

"Yeah, and I think I know why you remember." said Ben. Then he grabbed Tyler face and pulled of an I.D. mask. Reviling Tyler was a DNAlien. "You're a DNAlien."

Tyler grabbed the mirror of the truck and looked at himself. "A DNAlien? Me?" said Tyler

"No way a regular guy could go through a wreck like that without being hurt."

Tyler brook the mirror. "But I'm a regular guy."

"They all are at first. The Highbreed use us lesser creatures to do their dirty work."

Tyler got a vision. Kevin stepped on the Xenocite that was crawling around. "They manufacture these Xenocite things. Slap one on your face, and your humanity get overwritten with DNAlien code." said Kevin

"And suddenly you're not you anymore. They took over a whole town that way - Los Soledad."

"We lost our grandpa Max, and nearly lost my brother." said Gwen

"We were there a few weeks ago. We thought we destroyed whatever they were building... or at least slowed them down."

Tyler got another vision. "Not by much." said Tyler

"Somehow you got the big key away." said Star

Tyler got a vision. "I was supposed to take it."

"I wondered how you got it away from them." said Gwen

"But I'm one of them."

"No. You've been fighting the reprogramming the whole time." said Ben

"Which means they're all fighting back. Some way you managed to reverse it on your own. That's what we have to do with those others." said Star

"But first we need to get the oscillator hey out of here." said Kevin

"Yeah, they'll be back with reinforcements. We could use your help." said Ben

Tyler got more visions. "Don't worry about me. I'm a monster. Save the rest of them." said Tyler as he walked off. Then he ran and jumped on the container and started to rip it apart.

"Mr. Healthy outlook." said Gwen

Gwen send out energy and wrapped it around the oscillator key. Star used her wand to wrap a magical ropes around the oscillator key. Both Star and Gwen worked together to try to lift the oscillator key. They raised it up a little bit. "We could use some help." said Star

Ben activated the omnitrix, selected a form and hit it. "Humongousaur!" said Ben. Ben then grabbed the magical and the energy ropes and started to pull the oscillator key. Ben, Star and Gwen worked together to bring the oscillator key out of the cavern. "Drive alongside. I'll drag it."

"The glow's gonna attract attention." said Kevin

"And a tuning fork the size of a building won't? The clock's running!" Then a ship came and fired a beam down. The beam started to head towards them. Ben started to grow. "Head for cover!"

"That's not a weapon. It's a tractor beam!" They started to run away with Ben grabbing and picking up the oscillator key. They continued to run with the tractor beam right behind them. They went to a cravats. Then tractor beam was about to hit them. Gwen made a shield to block the tractor beam. DNAliens dropped down from the ship and started to blast at them. Tyler charged towards the DNAliens and launched goo at the DNAliens. Then Ben picked Tyler up as the DNAliens fired at him.

"Look. I'm finished either way." said Tyler

"No. No sacrifices."

Gwen started to grunt. "Can't do this all night." said Gwen

Ben put Tyler down by Star, Kevin and Gwen. "Keep them off, Gwen." said Ben as he changed forms. "Jetray!" Ben started to fly up to the ship. Star started to blast the DNAliens on the top of the cliff as Kevin absorbed stone from the cliff that was behind them. As Ben flew up dodging the blasts from the ship. Ben fired a beam from his eyes across the ship tacking out the turrets. On the ground Kevin and Tyler started to through boulders at the DNAliens. Tyler saw a DNAlien about to attack Gwen he shout goo hitting the DNAlien. In the sky Ben flew around the ship firing at it and made a hole in the ship and flew in side. He pined a DNAlien down. "How do I turn of the tractor beam?" Then more DNAliens started to come and Ben blasted them and flew out of the ship.

On the ground the battle was going hard. Star had to stop firing magical blast at the DNAliens and started to us her wand to help Gwen with the shield by sending it power into the shield. Kevin and Tyler were fighting the DNAliens hand to hand. Kevin even stopped a DNAlien that was about to attack both Star and Gwen. Tyler shot goo at DNAliens there headed towards him but they soon got him. "We are going to overwrite you, Tyler, and you won't remember ever defying us." said a DNAlien that was holding him.

"No!" said Tyler

Star and Gwen were getting pushed back from tractor beam by keeping the shield up. Then the shield shattered and Star and Gwen rolled to the side. Kevin saw the DNAliens were going into the tractor beam and were going back up to the ship. Two DNAliens took Tyler into the tractor beam. The tractor beam then hit the oscillator key sending up to the ship. Star and Gwen were getting pulled into the tractor beam. Kevin ran over and grabbed both Star and Gwen and pulled them out. Ben kept flying around the ship and saw the had both Tyler and the oscillator key. "Tyler!" said Ben

"Tennyson, shoot the mirror!" shouted Kevin

Ben then flew into the tractor beam and grabbed Tyler and flew out. The oscillator key was pulled into the ship and it flew away. Ben landed on the ground and put down Tyler. "There's got to be another way to win." said Ben

"What's wrong with you?" asked Kevin as he, Star and Gwen walked out of the cavern.

"I'm really not sure about your choice, Ben." said Gwen

"No sacrifices." said Ben as he turned back to normal

"Ben is right, we don't sacrifice others." said Star

"No save the world." said Kevin as he turned to normal

"We lose twice. They're going to finish that gateway and invade, and I' this... thing. It's over." said Tyler

"See? That's what you don't get." said Ben as he grabbed Tyler's face.

"What are you..." Then there was a green flash.

" **Genetic damage repaired.** " said the Omnitrix as a Xenocite fell on to the ground. Gwen pulled out her compact mirror and showed Tyler he was back to normal.

"This is really me, and I-I can remember it all. I grew up in Evanston, and I was in glee club in high school." said Tyler

"And you play the bass?" asked Kevin

"I do!" Then he stepped on the Xenocite.

"It's never hopeless. We know what the Highbreed are doing and where they're gonna do it. And we know who's gonna stop them." said Ben


	33. Birds of a Feather

Ben, Star, Kevin and Gwen were driving down the road.

"There it is up ahead, just like your tip said." said Gwen

"You sound surprised." said Kevin

"Not surprised." said Star

"The whole thing seems a little pat." said Ben

"You think it's a trap? I could just keep driving." said Kevin

"No. Somebody went to a lot of trouble to get us here."

"Yeah, let's play it out." said Star

Kevin hit the breaks when he saw a truck upside down in the middle of the road. They got out of the car. Kevin walked over to the back of the truck and absorbed the metal of the handle and opened it up. Then DNAliens to jump out and started to attack Kevin. They pilled on him making fall into the ditch. Ben, Star, and Gwen saw what happened. Gwen started to run up purple energy steps she made to get over the car. She fired a blast getting the DNAliens off of Kevin. DNAliens started to attack Gwen from behind her but Star blasted them as Gwen dodged some of the goo they send at her. Ben activated the omnitrix and hit it. "Spidermonkey!" said Ben. Then he jumped on to a DNAlien and thru him into a tree. More DNAlien started to shot goo at Ben. Ben ran to dodge the goo. Ben climbed a tree and started to swing from branch to branch and shot web in the DNAlien faces covering the mouths with web. The DNAliens tried to take off the web. "Leave it on. It's supposed to be good for the complexion."

Another truck came up and DNAliens started to came out and started to blast Ben. Ben dodged the blasts by going from tree to tree. Star and Gwen were fight off a horde of DNAliens. Then a Arachnachimp started to beat up some of the DNAliens that Star and Gwen were fighting. The Arachnachimp slide down the ditch and started to beat up some more DNAliens. The DNAliens started to ran away as they got into the truck that pulled up before and escaped in it. The Arachnachimp offered Kevin a hand. "man, I've never seen you fight like that." said Kevin as he got up. The Arachnachimp made a few monkey noises. "Ben?" Kevin noticed that there were two Arachnachimps. One that helped him and one on the ground. "Wait a minute. If you're not Ben..."

"Who are you." asked Gwen as she walked up to Kevin.

Star walked up to Ben and helped him up. "Tell me this isn't gonna be one of those evil-twin things again." said Star

The Arachnachimp walked up to Ben and Star. "Are you all right?" he asked Ben

"Uh, yeah, fine. But who are you?" asked Ben

"Just someone who saw a fellow Arachnachimp in trouble and did what any of us would have done." said the Arachnachimp

"Well, I sure appreciate that. But I'm not really one of you." Ben then turned back to normal. "See? I have this thing called the omnitrix, and I can become..."

"Any one of 10 aliens. You're the famous Ben Tennyson, aren't you? I never thought I'd meet you."

"Yeah!" said Star

"Hey, maybe you can help us stop those DNAliens." said Ben

"DNAliens?" question the Arachnachimp

"Those things that attacked us were DNAliens."

"You've never heard of..." said Star

"No, and I'm sorry, but I can't do anything more for you. I've got something important I have to do." said the Arachnachimp

"Then maybe I can help you." said Ben

"You know, you're everything they say and more, and more. If you really want to help, just tell me where there's a cryogenics lab around here."

"A what?" asked Star

"It's not important. I'll find it myself. Glad I could help you, at least." Then went Arachnachimp into a tree. "With any luck, my own mission will go as well." He swung thru the trees leaving the group.

Later at Ben's house. Ben, Star and Kevin was in Ben's room. Star was seating on the bed. Kevin was seating in the computer chair and Ben was seating in the window seal. Kevin was holding a strange object.

"How come either of you haven't asked me what this is?" said Kevin

"I'm worried about the spidermonkey." said Ben

"Why?"

"He saved my life. Yours, Star's and Gwen's as well."

"I repeat my question."

Then Gwen entered the room. "What's that, Kevin?" asked Gwen

"See, Ben? That's a normal level of curiosity. It fell of one of those DNAliens. I'm trying to figure out what it does."

"Grandpa used something like this to clean his ears." Gwen then grabbed the thing from Kevin. "You press down on this and boric acid solution comes..." Gwen pressed it and something hit the floor and it started to melt the floor.

"Ear cleaner?!" asked Star confused

"Guess the DNAliens use stronger acid." Gwen gave it back to Kevin but dropped it.

In a cryogenics lab. A alarm started to sound as the Arachnachmp ran carrying a container with guards chasing him. Some people were about to get him from the front. The Arachnachimp kicked the two guards. Then he leg swiped the two guards behind him and jumped kicked the last two guards. He jumped up and shot a web on the bridge. A guard shot the bridge and it fell apart. He started to fall and hit the ground. He got up and saw there were more guards coming to get him. "Goop!" said a voice. Then Ben as Goop came in pushing away the guards. He come up tot he Arachnachimp. "Figured I'd find you here. It's me, Ben. What are you doing?"

"I - I need some equipment." said the Arachnachimp

"So, you just decided to take it? That's called stealing."

"Can't be helped" Then the guards started to fire at them. The Arachnachimp grabbed one of the guards with his web and pulled away and grabbed it. He pointed it at the guards.

"No!" Ben grabbed the Arachnachimp and became a ball and started to bounce away.

Later in the dessert.

"What am I supposed to do with you? I owe you one, but you're just a common thief." said Ben

"How dare you!" said the Arachnachimp as he pushed Ben. "I'm sorry. You're right. I am a thief. But not a common one. My name is Simion. Prince Simion."

"Prince? Now, wait a minute."

"We call my planet Arachna. There's a legend we have about someone named Jefred. He was leading the Archnachimps against an army of aliens. He was totally outnumbered. it looked hopeless... until he saw a light coming from a cave. Inside, he found a crystal refracting light from them enemy campfires. He saw that the cave was really a natural tunnel that led to the aliens' rear flank. He led his soldiers through the tunnel on a sneak attack. They were able to drive off the aliens, and it never would have happened without that crystal. Jefred was crowned king of Arachna, and the crystal became the symbol of our monarchy. My father - the king - he died suddenly when I was finishing school. But just as I was about to be crowned, the crystal disappeared. The people thought it was a sign I didn't deserve to be king. A military dictator took over."

"What are you going to do?"

"Prove that I am worthy of the throne. I'm gonna get that crystal back."

"Where is it?"

"Hidden in a fortress. That's why I need that equipment - to help me break in. And that's also why you can't interfere anymore. Understand?"

"Wait. You don't have to steal anything else. Let me help you."

Later in front of Ben's house. Ben told Star, Kevin and Gwen of Simion and that he was going to help him.

"But you don't even know this guy." said Gwen

"Gwen has a point. Even if this guy saved us we still don't know much about this guy." said Star

"And what do you get out of helping him?" asked Kevin

"Like Star said he saved our lives and there's something else. He's just a kid. His father's gone now, and he has to step up. Sound familiar?" asked Ben. Star, Kevin and Gwen didn't say a word. "He's just like me! You. I mean, he's just like you."

"Ben, look. You shouldn't be going off on your own with someone we don't know." said Star

"I'm not going alone. I told him I wouldn't go without you three."

"Great. So, where's the fortress?" asked Kevin

"On the moon."

Soon they started to head to the moon in Simion's spaceship. Ben, Star and Simion were looking at a map of the fortress.

"Here's the entrance. And here's where the robots patrol outside. If we land over here, they won't see us." said Simion

"One problem. We're going to need pressurized suits to go from the ship to the fortress." said Ben

Kevin and Gwen were looking out a window as Ben and Simion were talking.

"Craziest thing we've ever done, and that's saying a lot." said Kevin

"Ben identifies with the prince. They both had a lot of responsibility thrown at them. They are both young." said Gwen

with Ben, Star, and Simion

"You two hear that?" asked Simion

"Hear what?" asked Ben and Star

"Oh, I forgot. Your hearing's not as good as ours. They're saying they don't trust me. I'm too young." said Simion

"Don't listen to them. I almost never do." said Ben

"Same here." said Star

"But I've heard it before from other." said Simion

"Look, Sim, nobody thought a kid could handle something like the omnitrix, but I did it. You can do this." said Ben

"I understand what you mean. My mom didn't think I could handle the family wand but I'm doing great with it." said Star

"Your right Ben and Star. I'll show them. I'll show them all." said Simion

"Sim, Star, we'll show them, okay?" asked Ben as he stuck his arm out then Star and Simion but there hands in.

They landed the ship and soon exited the ship wearing space suits.

"Uh, what are we supposed to do with the extra arms?" asked Kevin

"You never used to have a problem figuring out what to do with your arms. That's what the girls say." said Ben

"Whish girls?"

They soon found themselves at the edge of the cliff were the fortress was.

"These drones are the first line of defense. When their radar spots something moving, they make a beeline for it and explode on contact. I can probably dodge them." said Simion

"I couldn't." said Ben

Ben looked at Star. "I can't my wand is in my bag and my bag is in my suit." said Star

Ben and Star then looked at Kevin. "Don't look at me. My powers are useless unless I can touch something. And when I'm in this suit, I can't." said Kevin

Ben, Star and Kevin then looked at Gwen. They soon slide down the side off the cliff. Then drones started to head towards them. "Look out!" said Simion

"Got it." said Gwen. Then she jumped up and blast the drones. She made a bath to the door. "What are you waiting for? Go!" Then Ben, Star, Kevin and Simion ran into the fortress. As Gwen continued to blast drones. Simion tried to turn the wheel. Then Ben, Star and Kevin walked over. Then they worked together to turn a wheel to open the door.

"Can't do it all on your own, Sim. Remember that." said Ben then they soon entered the airlock and took of the spacesuits.

"Nice to be out of this monkey suit. Uh, no offence." said Kevin

They went deeper into the fortress. Simion tried to open a door. "A little help, please." asked Simion. Then Ben, Star and Kevin came over to help. When they opened the door and saw more drones. They quickly closed the door. "What now?"

"Me." said Kevin. Then he absorbed the metal of the wheel. They open the door. Kevin then ran in and started to punched the drones. "I got them. Go!" Kevin lured the drones away. Kevin was destroying the drones. Then Star fired a few blasts hitting the drones.

"I'll help out!" said Star as she destroyed more drones

Ben and Simion ran passed.

"Kevin phone!" Simion said as he thru Kevin a phone.

"No roaming charges?" Simion gave the second phone to Ben. Ben and Simion went down the wall till the got to a cross ways.

"Which way?" asked Ben

"I don't think it matters." said Simion. Then doors started to close trapping them. Then the roof started to lower on to them. Ben, Star and Simion held up the roof.

"Can you can reach over and activate the omnitrix for me?" asked Ben

"Too far." said Simion as he tried to reach for it.

"Great, we're stuck like this." said Ben

Then Kevin's voice came over the phone. "Ben? Just checking in. Everything's cool on my end. Ben, can you hear me?"

"I can hear you. Not cool on this end!"

"Haven't heard from you in a while."

"I said, not cool! Get over here!"

"He can't hear you. You have to hold down the button." said Simoin

"Good luck with that."

"Well, guess you would have called if there was a problem. Over and out, or whatever."

Ben started to shake. "Ben, what good is that going to do?" asked Simion. Then stuff started to exited Ben's pockets including the acid that Kevin got from the DNAliens.

"Simion Get that." said Ben

Simion tried to pull it toward him with his foot but couldn't reach. "I... can't. No wait! I can!" Simion shot web and pulled it to one of his hands.

"Spray it on the floor. Hurry!" said Ben

Simion sprayed the acid on the floor. A hole appeared, Simion went into the hole. Followed by Ben. "Any idea where we are?" asked Ben

"This wasn't in the blueprints. But a leader leads. Let's try this way. By the way, where'd you get the DNAlien resin remover?" Simion said as he gave it back to Ben.

"Long story." Ben said at the two of them walked down the hall.

In a room an alarm started to go off. "Yow! It's probably a short circuit." said a guy as he pressed some buttons and pulled some leavers. He looked at the monitors. "Uh, that's it." He gasped as he say Ben and Simion on a monitor. "Uh-oh! Why me? Why me?!" He flipped a switch and started to talk through the intercom. "Hello? Testing. One, two, three. Testing." he said as twist some dales and flipped his switches.

With Ben and Simion.

"Hello?" said over the intercom with the two coving there ears. Then it cleared up. "Whoever you are, you have to leave right now. I'm serious!" said the man over the intercom with a little fear tone in his voice

"He sounds scared, doesn't he?" said Ben

"You shouldn't be in here." said the man. Simion shot web at the intercom and ripped off. "Hay, I have to fix that! You can't... that did it!" He press a button and got a wrench. Then he was lowered to out of the room.

Ben and Simion found themselves at a big door.

"I don't think we can open this thing." said Simion

"No, but I know who can." said Ben. He activated the omnitrix and hit it. "Big Chill." Ben touch the door and froze the door. Simion jumped up and punched the door. Making a whole in the door. On the other side of the door was the man from the monitor room.

"Now I have to fix that, too!" said the man

Simion started to walk towards the man. "Out of the way." said Simion. The man did move as Simion moved closer and closer. "Ben, I think this guy needs to chill out. What do you think?"

"I think I hate puns, and I know I don't like to freeze people."

"Then I'll do it myself." Simion ran up and thru the man off the bridge.

"No!" said Ben as he started to fly after the man. He changed into Jetray and grabbed the man before he hit the ground.

"I don't suppose you'd tell me what's going on here. Just a clue, maybe?" asked the man

"You first."

Simion made his into the room with the crystal. He walked up to were the and was about to grab the crystal but was started to be electrocuted. He screamed out in pain. Then Ben started to run in.

"That's got to smart. " said Ben. He activated the omnitrix and hit it. "Chromastone!" Ben jumped up and thru Simion out of the electrocute current. Ben then grabbed the crystal and removed it. Some time later he went over to Simion and woke him up. "Sim, I got it. Had to put it in here just in case there was any residual electricity or radiation."

"You know, we make a pretty good team, don't we?" said Simion. He tried to grab the case but Ben moved it away so he didn't get it. "What's the matter?"

"That guard. He was just doing his job. He didn't want to hurt anybody, but you were going to kill him."

"Ben, there are a lot more lives than his at stake back home. Now, give me -"

Ben walked back as Simion tried for the case again. "If you're really trying tomake your planet a better place, you can't start out by murdering someone."

Simion sighed. "You're right. All I ever wanted to do was lead. But if I have to sacrifice my principles to become a leader, I'll never be a good one. Thanks, Ben."

"You're welcome, Sim. But that sounded a little pat. You know - phony?" Simion started to attack Ben. Ben thru the case to the side. Benn the pined Simion to the wall. "You don't deserve to be king."

"Idiot! I made up all that stuff. You know what this place really is? It's an intergalactic communications center. And the crystal is it's power source. Once it's gone, no one's going to be able to call for help when the Highbreed invade." Ben then elbowed Simion and thru him into the thing that was holding the crystal. Ben ran and grabbed the case. "Sorry, Ben. That crystal's leaving here with me."

"Let's see what Humongousaur has to say about that." Simion web up the hand with the omnitrix on it. He pulled the web and thru ben into a wall.

"I don't think Humongousaur has anything to say." Simion took the case from Ben. Simion stared to ran. He soon ran passed both Star and Kevin.

"Hey, Sim, where's Ben?" asked Star

"Right behind me." said Simion as he quickly ran into the airlock. Closed it and put on his suit.

Star and Kevin looked down the hall and didn't see Ben coming.

Simion exited the fortress and returned to his ship. But Gwen was there. "What are you doing? Where are Ben, Star and Kevin?" asked Gwen

"I, um, uh - aw, forget it." said Simion as he hit Gwen to the ground. Gwen was about to attack. But Kevin stopped her.

"Gwen it's okay. Let him go." said Kevin as Ben and Star soon caught up. "How are we supposed to get home?" Cimion's ship flew up and away.

"Lu's going to let us use his shuttle." said Ben

"Lu?"

"Who's Lu?" asked Star

"He's the techie who runs this place. I saved his life, and he told me what was really going on. Course, I was already suspicious when Simion knew what the DNAlien ear cleaner was. Remember how he'd told us he'd never heard of them?" said Ben

"Yeah, but the prince - he's got the crystal now, and - "

"That guy's no prince, believe me. And he doesn't have this." Ben said as he reveled he has the crystal

"If you have the crystal, what dose he have?"

On Earth with Simion was with a Highbreed.

"I'm telling you, this Tennyson kid is way overrated. Tricked him into helping me steal the crystal, and he never had a clue." said Simion

"Sounds like you made a real monkey out of him." said the Highbreed as she show Simion some money. "No offense."

"Offend me all you want, long as you keep paying me like this."

The Highbreed close the case of money. "First. I'd like to see the crystal."

"Of course." simion went over and got the case and brought it over to the Highbreed. The Highbreed opened the case.

"What is this? A joke?"

"Joke? What do you mean?" Simion saw that was in the case was the acid. he started to walk back and fell. "It - it - it's a mistake."

"It certainly is. We distinctly told you to bring us the crystal. Maybe you didn't hear us. Maybe you need to have your ears cleaned." the Highbreed said as he took out the acid.


	34. Unearthed

The DNAliens were mining in a cave one of the DNAliens was in a big drill, he hit something.

"It is not one of our ships, sir. The workers found it buried here." said a DNAlien

"The excavation project must proceed. The Highbreed have so ordered. Nothing will stand in our way." said another DNAlien

"As you say, sir."

The continue to drill as green creature came out of the ship the DNAlien noticing the creature leaving the ship. Later after the big drill broke. "You, you, and you, get heavier equipment down into the mine. Go now!" The three DNAliens he ordered left to get more equipment. Will they were gone the rest of the DNAliens stated to drill with hand drills. As the DNAliens were drilling the green creature took something from the DNAliens. Once the creature took the thing from the DNAliens there drills stopped working and the lights in the cave went out as well. "The power coupling's gone bad."

"No, sir. The coupling is missing."

The creature left the cave and saw a town and started to head towards it.

Near town a family was leaving it. The driver hit the breaks as he saw the green creature and missed the creature. "Come on! Let's go! Go now!" said the man in the driver seat. The creature pulled of the trailer that was attached to the car. Then the car drove away. The creature dumped out what was in the trailer and put the power coupling in the trailer. The creature pulled the trailer as it continued to town. The creature started to put signs into the trailer. It pulled down a traffic light and dropped it and stepped on it.

Gwen floating in the air using a locator spell on the traffic light. Ben,, Star and Kevin were following Gwen in the car.

"I'm definitely getting something. The mana trail is getting stronger and stronger." said Gwen

"You said that like two hours ago, Gwen." said Kevin

"I'm trying to concentrate, Kevin."

"Let her work." said Ben

"For what? It's a wild goose chase." said Kevin

"I don't think so. All those reports of a monster wandering around here, wrecking stuff..."

"Doesn't mean it's the DNAliens, Ben. It could be a bear that escaped from the zoo."

"No reports of missing animals from any zoo in the entire state." said Star

"It must be a DNAlien. What else is stong enough to tear down a traffic light?" said Ben

"And DNAliens are mad at the traffic light why? Also what if it was the monsters that attack you and Star?" asked Kevin

"I haven't seen Ludo or his monsters since the time Ben and that Highbreed got teleported somewhere. It's strange they haven't attack me in a while." said Star

"Hold up, guys! Got something for sure. It's close" said Gwen as she stop and Kevin stopped the car. "Over there." The green creature kept walking he grabbed a cactus and howled in pain. It tried to eat the cactus but spit it out. The creature pulled out the power coupling out of the trailer. Ben, Star and Kevin left the car and started to head towards the creature.

"Drop it!" said Ben. The creature then thru the power coupling at them Ben and Star dodged to the right and Kevin dodged to the left.

"To be fair, you did tell him to drop it." said Kevin. The creature walked pass them a picked up the power coupling back up.

"He's not vary DNAlieny, is he?" asked Star

"That looks like Highbreed tech, though, so maybe he's working for them." said Kevin

Ben looked over to the trailer and walked to it. "What's he trying to build with all that stuff?" asked Ben. The creature saw Ben near the stuff it got and started to charge Ben. It tried to hit Ben with the power coupling. Ben dodged it. "We don't want to have to hurt you. Drop the weapon and give yourself up."

Kevin absorbed a rock. "You'll have to read him his right first, Tennyson. Just take him out!" said Kevin. Then he ran up and punched the creature in the face. Kevin tried to punch him again but was hit away.

Ben activated the omnitrix and hit it. "Humongousaur!" The creature gasped. Then the creature started to charged Ben and grabbed him.

"Aww. I think he loves you." said Kevin

"So not funny!" said Star

Ben got his arms free and hit the creature with both hand over it's head. The creature let go of Ben. Ben then punched the creature and send it flying. It started to cry. "Oh, come on. I didn't hit you that hard." said Ben

The creator picked up a crystal. "He's going for a weapon!" said Kevin. Ben started to head towards the creature.

"Don't have much of an attention span, do you?" said Ben. Then he slapped the crystal out of the creature's hand. The creature started to hit the ground. The creature pushed Ben. Then Star fired a blast at the creature and send it flying.

"He's getting away!" said Star

Ben started to charged at the creature. The creature ripped of the side railing off the side of the street and wrapped Ben in it. Ben started to grow and destroyed the rail he was wrapped up in. The creature started to ran in fear. But it was stopped by energy blocks.

"Leave you three alone for five minutes!" said Gwen. The creature tried to run the other direction. But Gwen put up some more energy blocks. Ben shrunk down into the sized he transformed into. Then Star and Kevin joined Ben and Gwen. When the creature looked at Gwen it saw her as a Anodyte. It started to calm down and made some grunts.

"Is that monster for "I give up"?" asked Kevin

"Do I look like I speak monsterese?" asked Ben. Both Star and Kevin just looked at Ben. "Oh. Right."

"It's calming down. I think the fight's over." said Gwen. Then the creature destroyed the energy block and grabbed Gwen. "Aah!"

"Gwen! Put her down!" shouted Kevin. He was about to charge the creature, but both Ben and Star stopped him.

"Don't move! It'll squoosh her!" said Ben

"I don't want to be squooshed!" said Gwen

"We got to do something!" said Kevin

"Put me down! Now!" The creature but Gwen down. "Thank you." Gwen walked back from the creature.

"Ben you hit him high. Star you hit him in the meddle. I'll hit him low." said Kevin

Ben, Star and Kevin started to charged the creature, but Gwen made energy filed in front of Ben, Star and Kevin. They ran into the energy filed. "Don't hurt it!" said Gwen

"Why not?"

"I think it's just a baby."

"He squished you pretty hard, Gwen."

The creature had the power coupling in its mouth. "No. She's right." said Ben then transformed back to normal. "All that random stuff it stole around town - it's not building anything with it after all."

"She thinks they're toys. Look." said Gwen. The creature spun the power coupling like a top. Kevin then returned to normal.

"What makes you think it's a girl?" asked Ben

"Yeah, it could be a boy." said Star

"If it was a girl, it would have a big bow on the side of its head or something." said Kevin

Gwen sighed. "You didn't pay much attention in health class, did you?" said Gwen. The creature made some grunts.

"Listen, we can't really be wasting time babysitting this thing." said Ben

"But she need our help, guys. We can't just leave her wandering around the desert."

"Needs our help?" asked Kevin as the creature was stacking rooks.

"Come on, Gwen. Focus. We're on a mission of intergalactic proportions. This creature has nothing to do with that." said Ben

The DNAliens started come in on vehicles "There's the creature. And there's our power coupling. Should have know it would be working with you, Ben Tennyson!" said a DNAlien

"Me? What?" The DNAliens started to spit out goo at them. Gwen made an energy shield to block the goo that was shot at the group. The creature soon grabbed one of the DNAliens and flung him. "Uh, thanks." The reast of the DNAliens started to spit goo at the creature soon trapping it. Gwen dropped the shield and fired a blast at the creature destroying the goo. The group slit up a little.

Kevin picked up the power coupling. "Looking for this?" said Kevin. Both the creature and the DNAliens noticed Kevin had the power coupling. "Whoops." The creature and the DNAliens started to charged at Kevin. The DNAliens were hit by blasts from both Star and Gwen. "Keep away!" Kevin said as he tossed it to Gwen. The DNAliens charged towards Gwen. Star moved away from Gwen. Then Gwen tossed the power coupling to Star. The they started to head towards Star.

"Ben, heads up!" said Star as she tossed it to Ben.

Ben caught it. "Better split up." said Ben. He dropped the power coupling. Then activated the omnitrix and hit it. "Echo Echo!" Ben then split into 4. One picked up the power coupling as they split up and started to ran.

"Retrieve the power coupling! We'll deal with the thief later." said a DNAlien. The DNAliens soon started to chase the Ben that was holding the power coupling. The other 3 copies of Ben regrouped and took out 3 of the DNAliens that was chasing the Ben with the power coupling. The last DNAlien that was chasing Ben was about to get him.

"Uh-oh!" said Ben. The DNAlien was hit by a blast fired by Star. "Thanks, guys. And you too, Star."

"No problem!" said Star and the other 3 copies of Ben

"Dude, you're talking to yourselves again." said Kevin

The three copies of Ben combined and he returned back to normal. The creature held out it's hand as Ben gave the power coupling back to the creature. "Okay" said Ben

The creature started to laugh as it started to rattle the power coupling.

"We got trouble. If the DNAliens need that power coupling, they'll be back in force." said Kevin

"Not to mention. I've got no idea what we should do about that." said Ben

"Her!" said Gwen and Star

"Whatever!"

"Well, do you want to keep standing around here, arguing about it, or help me hide her?" asked Gwen

"I'd like to keep standing around."

"I'd like to keep arguing about it." said Kevin

"I'd like to keep fighting." said Star

Gwen just looked at the three of them. "If you don't want to know, don't asked." said Kevin

Later in Kevin's garage the creature was mess with stuff.

"Your turn, Gwen." said Kevin

"It's always my turn." said Gwen

"You're the one who wanted to help it."

"Her!" said Ben, Star and Gwen

"Do I look like I care?" Gwen got up and walked over to the creature. The creature picked up the car and took a bite off the front of the car. "What are you doing?!"

"Don't put that in your mouth! You don't know where it's been!" said Gwen

The creature put down the car as Kevin walked up to see the damage. Kevin saw there was a bite out off the front of the car. The creature burped. "That's it! Out!" Kevin shouted

"She's just a baby! She didn't know!"

"Gwen, much as I hate siding with Kevin, Tiny has to go back where she came from." said Ben

"You weren't planning on keeping her, were you?" asked Star

"Doesn't matter. We're stuck with her until nightfall, anyway."

"What?! No! Get her out of here while I still have some car left!" said Kevin

"If we take her outside during the day, she's a big old moving target, for the DNAliens and everybody else in town."

"I don't think she can see so well in the sunlight, anyway." said Gwen

Then there was a loud crash. "That would explain why she only rampaged at night." said Star

"All right. Tonight we'll get Tiny to lead us to wherever she came from." said Gwen

"She really will be safer there." said Ben

"Yeah."

Tiny made more of a mess. "Come on!" said Kevin

"I'll get you a new one?" said Gwen

Later that night they took Tiny to the cave that the DNAliens were mining in. Tiny ran in and swung the power coupling hitting the DNAliens that were guarding the entrance. Ben, Star, Kevin and Gwen walked into the cave. Tiny pointed in a direction and started to walk in that direction. "This way." said Gwen. Ben, Star, Kevin and Gwen started to follow Tiny. They sneaked through the mine. "Look!" They saw a huge ship.

"Looks homey. Okay, guess this is goodbye, then. have a nice life." said Kevin. Tiny just stood there. "Worth a shot." They continued to sneak up closer to the ship. Tiny started to head the back way.

"Stay out here and guard the door. I'm going in." said Gwen. Then she followed Tiny.

"Be careful." said Kevin

Gwen followed Tiny to the entrance of the ship. Gwen continued as she went deeper into the ship. Gwen heard Tiny grunt and entered the room she was in. "Oh. Wait a minute. Were you inside the stasis pod?" asked Gwen. Tiny made jesters to the other pods. "Your parents. I bet your parents are still inside their pods." The ship began to shake. "Whoa!"

Outside the ship the DNAliens continued to free the ship more. "On my mark." said a DNAlien to another DNAlien in a laser cannon. "Ready? Aim."

"Gwen." said Kevin as He, Ben and Star were behind cover. They were about to fire the laser cannon. Then Ben activated the omnitrix and hit it.

"Chromastone!" said Ben. He ran into the path of the laser and absorbed it. He glowed extremely bright and blasted all the DNAliens that was there. More DNAliens started to come. Star and Kevin came out and joined Ben. Kevin absorbed the metal of the ship and started to charged the DNAliens. Ben and Star started to blast to DNAliens. "What are they all doing down here?"

"Yeah, there must be a reason." said Star

"You mean besides trying to clean our clocks." said Kevin

The door to the ship open behind them. Tiny came out and roared. A DNAlien got into the laser cannon and fired at Tiny. Tiny started to scream in pain. "No!" said Gwen as she came out seeing what was happening. Ben got in front of the laser and started to absorb it.

"Leave the kid alone!" said Ben. Then fired a blast destroying the laser cannon. The DNAliens started to run as the laser cannon flew through the air destroying the bridge to the ship. Gwen push Ben, Star and Kevin out of the way and fired blast at the ceiling of the cave sending stalactites falling. The rest of the DNAliens started to runaway.

"Wow." said Kevin

"Something to think about next time you get into an argument with her." said Ben

"Yeah, you can say that again." said Star

They went into the ship and Kevin got to work.

"What do you think she was trying to do with all this junk?" asked Ben

"When she woke up and her parents weren't around, she toddled outside and brought back stuff that looked like it could help." said Gwen

"Like us?" asked Star

"Think I've got the stasis pod's control panel working." said Kevin

"Good. Wake them up." said Gwen

Kevin hooked two cords together. The pods open up reviling Tiny's parents. They walked past Ben, Star, Kevin and Gwen to get to Tiny. "Huh."

Later in a different room.

"What do you mean, this isn't alpha proxima?" said the male creature

"And it's not 1952?" asked the female creature

"It's the 21st century." said Ben

"You're on the Earth." said Kevin

"In the Earth, actually." said Star

"What are you doing underground?" asked Ben

"No idea." said the female creature

"We were traveling to the other side of your galaxy to colonize, in suspended animation for the journey." said the male creature

"But some kind of temporal occlusion occurred while we were flying by the Earth that must have caused us to crash-land here."

"In 1952." said Ben

"You think?" asked Star

"There was a time-machine experiment that year. It must have affected your ship's engine."

"And when you crashed, your ship dug a hole in the ground..." said Kevin

"...That filled in and grew over after all this time." said Gwen

"We've been asleep underground for half a century?" said the male creature

"The DNAliens weren't digging for your ship. They just happened to find you down here." said Ben

"Lucky for you." said Kevin

"I can't imagine what anyone would need this much crystal quartz for. Maybe a teleporter grid?" said the male creature

Tiny started to grunt and tried to grab Gwen. "No, honey. you can't keep her." said the female creature

"Earthling need to roam free." Tiny just sat down disappointed.

"What I can't figure is why the translation circuits in our badges and Ben's watch didn't work on Tiny but I understand you two just find." said Kevin

"Our daughter can't talk yet. She's just a baby." said the female creature.

"Told you." said Gwen. Gwen walked over to Tiny. Tiny gave Star the power coupling. Gwen could barley hold it. "That's okay, Tiny. You keep it."

They left the ship and left the cave. Soon the ship launched into space.


	35. War of the Worlds, Pt1

On a distant planet hundreds of ships started to invade a planet. Azmuth was watching the ships. Then Professor Paradox appeared behind him.

"Azmuth, come with me." said Paradox

"There's no point, time walker. The Highbreed armada caught us totally by surprise. Galvin's planetary defenses are down. We don't have a chance. And without the Galvin, no other race in the galaxy has a chance, either." said Azmuth

"But - and I hesitate to say this to the smartest being in the universe - that's where you're wrong."

"Explain."

"We do have a chance - the chance you made for us."

"That is not what the omnitrix is for!"

"The boy has proven more then once that it can be used for purposes beyond what you intended."

"Perhaps."

"Came with me to Earth."

"I'm not leaving my home - not now!"

Paradox then walked up and stand right next to Azmuth. "And I'm not going back without you." The ships started to attack with a laser and one of the lasers was heading right were Professor Paradox and Azmuth was at. "I sincerely hope you'll reconsider in the next three seconds or so." Both Azmuth and Professor Paradox then disappeared right before the laser it building making it explode.

On Earth. Ben and Star just left the house as the left for there date. But Professor Paradox soon appeared right in front of them.

"I'm afraid the time for dates has passed, my friends." said Professor Paradox

"Professor Paradox." said Ben and Star

"And one other." Then Azmuth came from behind Professor Paradox. Ben and Star were shocked as they saw Azmuth. "Come with me."

Later at Mr. Smoothy Professor Paradox, Azmuth, were there with Ben, Star, Kevin and Gwen.

"What's so important that I have to miss the auto show?" asked Kevin

"The imminent destruction of your primitive world and all who live here." said Azmuth

"Yeah that's a good reason to put our date on hold." said Star

"But Kevin if you'd rather go look at a new convertible, by all means." said Gwen

"Professor?" questioned Ben

"The Highbreed attack has already begun." said Professor Paradox

"We know. We've been fighting them for weeks."

"The situation has escalated. They have conquered my home world, the only planet with the technology to fight them head-on." said Azmuth

"And their next target?"

"Earth." said Paradox

"The Highbreed attack plan has worked on a dozen worlds. They send a small number of Highbreed to the target planet. " said Azmuth

"Then infiltrate the locals by turning them into DNAlien slaves."

"And use the slaves to build a jump gate." said Kevin

"Correct. A hyperspace jump gate is an interstellar shortcut allowing the Highbreed to send warships across the galaxy in a matter of seconds." said Azmuth

"The four of us could barely take down one of their ships." said Ben

"The ship you defeated wasn't a warship. It was a small cruiser." said Paradox

"That's encouraging." said Star

"No force on this planet could stand against even a single Highbreed warship. They will send hundreds."

"Yeah, okay, we get it. We're hosed." said Kevin

"Unless we stop them before they complete the hyperspace jump gate." said Paradox

"It should be simple enough to find, even if they cloak it." said Azmuth

"It would have to be someplace with an enormous supply of quarts crystal, to stabilize the matter-transmission frequency."

"You mean like the abandoned quartz mine in La Soledad?" asked Gwen

"Where we saw DNAliens building a giant arch." said Ben

"So we know where we got to go, and we know what we got to do." said Kevin

"So the direct approach." said Star as she twirled he wand

"Sure. Direct... but not stupid. We've met a bunch of Plumbers' kids with superpowers, and a lot of them owe us favors. I say we call them in." said Ben

"May I suggest you send your teammates out for that job?" asked Azmuth

"Why?"

"I would have a word with the wielder of my omnitrix, in private."

"Right. Like I'm gonna miss this. See you when you tow get back, Gwen and Star." said Kevin. Gwen then grabbed Kevin arm. "Hey!"

"Kevin Ethan Levin, you come with us right now!" said Gwen as she pulled Kevin to Paradox

""Ethan"? Your name is Kevin E. Levin? You just lost all remaining pretense of cool." said Ben

"You promised you'd never tell!" said Kevin

"Well I won't be joining you guys." said Star

"Wait! Why does Star get to stay?"

"I'm not staying. I have some friends that can help us. So I'm going to get them." Star then opened a portal and entered it.

"Oh!" Then Paradox, Kevin and Gwen disappeared.

Star appeared close to St. Olga's. She noticed Pony Head left the school.

"Pony Head you left the school." said Star

"Yeah, the school is different since you and your friends were here last. They let us leave every once in a while. So you want to party?" asked Pony Head

"That's not why I'm here. I want to ask for your help?"

"What is it B-fly?"

"We need your help fighting the DNAliens and the Highbreed. I will warn you this won't be easy. I understand if you don't want to help"

"Of course, I'll help B-fly. Even though I don't know what those are."

Star open a portal and both Star and Pony Head went thru.

During that Alan was running through the corn field. He found a DNAlien. It hissed at it him.

"Yeah, whatever." said Alan as he turned on the flame. "So, you want to go a couple rounds or just give up?" The DNAlien started to run away. "My reputation precedes me." Alan started to fly in the air chasing the DNAlien. Alan shot a ring of fire around the DNAlien trapping it. The DNAlien made some noise. "Yeah, yeah. Tell it to the sheriff."

Then Paradox, Kevin and Gwen appeared.

"Nice work, kid. But if you really want to make a dent in the alien problem, you should come with us." said Kevin

With Ben and Azmuth

"Humans are not the brightest species in the galaxy. So I ask you again, do you fully understand the risk you are taking?" asked Azmuth

"Of course. The Highbreed want to take over the Earth." said Ben

"The Highbreed want to destroy the Earth! If you lose this war, it's the end of humanity."

"So I won't lose."

"Your foolish disregard of the enormity of the odds against you is precisely why I cannot allow you to take the omnitrix into battle. I have told you that the secret of the omnitrix is it allows you to walk a mile in the shoes of other life-forms. This is not the complete truth.

With Star and Pony Head.

Soon Star and Pony Head found Kelly.

"Kelly, me and my friends need help fighting DNAliens and the Highbreed. But its laterally goin to be dangers." said Star

"I'm in." said Kelly

"Okay, and I more thing we aren't going to kill them just knock them out." Kelly nodded her head understanding Star.

In Coopers lab. Cooper was working on a device.

"Here goes nothing." said Cooper. He pressed a button and put he's hand thru the computer. "Works like a charm."

Then Paradox, Kevin and Gwen appeared behind Cooper.

"Cooper?" said Gwen

Cooper turned around and saw Paradox, Kevin and Gwen. "Gwen! How'd you get in here? I don't care. It's great to see you." cooper ran to Gwen and went thru her. "O-oh. Intangibility glove." Cooper turned it off. "Still experimental, but I can use it to create an exception field to three-dimensional physics defying..."

"Maybe you can tell me about it later. I need a favor."

"Anything for you Gwen."

"You hear that, Gwen? Anything." said Kevin in a mocking tone

"Give him a break, Kevin. We're asking to risk his life." said Gwen

"Kevin's juvenile teasing doesn't bother me in the last. My adoration for you is far too pure and strong to - risk my life?" asked Cooper

"We're going back to La Soledad to fight the Highbreed. You don't have to go if you don't want to."

If you're going..." Then Cooper used his power and made a huge battle suit. "...then so am I."

With Ben and Azmuth.

"You lied to me?" said Ben

"I withheld portions of the truth from you until such time as you were ready." said Azumth

"And I'm ready now?"

"No. But circumstances forced my hand. The omnitrix is the last hope of alien species destroyed by the Highbreed."

"How's it supposed to..."

"I have stored within it DNA samples of every intelligent life-form in the milky was galaxy."

"10,000 of them. I know."

"As I'm continually forced to point out, you know very little. There are over one million samples encoded in the omnitrix."

"A million?"

"And with the omnitrix, you have the power to return to life any species that the Highbreed exterminates... including the human race."

"I will not let the Highbreed..."

"If you are destroyed with the omnitrix, there is no hope - not for the humanity, nor for any other race the Highbreed extinguish afterwards. The omnitrix is Noah's ark, and you are Noah. I cannot allow you to participate in the final battle.

Star, Pony Head and Kelly meet up with Paradox, Kevin, Gwen, Alan and Cooper at the Plumber bass at Mount Rushmore. Cooper was working on something.

"How long is that gonna take?" asked Kevin

"Almost ready. You're sure you want me to do this?" asked Cooper

"Ben said "all the help we can get."" said Gwen

"Okay. Switching on."

Then Darkstar appeared. "Free!" said Drakstar.h e tried to leave but got zapped by the energy field around him. "Aah!"

"Save yourself the trouble, Darkstar. You don't get out there unless we say so." said Kevin

"Kevin Levin, Star Butterfly, and the lovely Gwen Tennyson. To what do I owe this unexpected pleaser?" asked Darkstar

"We're here to free you from the Null Void." said Gwen

"Why? You put me in here in the first place."

"Much as I'd like to take the credit, Ben gats the glory on that one." said Kevin

"There's a threat to the Earth. Ben needs your help. We all do." said Gwen

"And if I promise to help you?" asked Darkstar

"We let you out. Simple as that."

"Then we have an agreement... lovely Gwen."

"Let him out."

"I don't like the way he talks to you." said Cooper

"We need him, Cooper."

Cooper pressed then a button and dropped the barrier. Darkstar dropped down. "Why would you trust me?" asked Darkstar

"I don't, but now that you're on Earth, if you don't help us, you won't survive, either." said Kevin

with Ben and Azmuth.

"Sorry, Azmuth, but I don't buy your argument. The Earth need to be saved, and I'm going to do it." said Ben

"I won't allow it!" said Azmuth

"How could you stop me?"

"I'll take the omnitrix from you!"

"You'll try." Ben was ready to use the omnitrix.

"Very well. If you insist on this foolishness, perhaps it's best if you have the full power of the omnitrix. Access master control."

The omnitrix started to glow for a second. " **Master control unlocked.** " said the omnitrix

"Everything's unlocked? How many aliens can I turn into?" asked Ben

" **1,000,903 genetic samples available.** "

"The omnitrix's menus are arranged in sets of 10 for simplicity's sake. But with voice command, you can..." said Azmuth

"Got it." said Ben

There was a knock on the window of Kevin's car. Ben rolled down the window.

"Get out of my seat, Tennyson." said Kevin

"We brought some help." said Gwen

Ben saw who Paradox, Star, Kevin and Gwen got.

"Hi, Ben." said Julie

"What is Julie doing here?" asked Ben

"You guys need help."

"An you can help... how?"

Julie whistled. "Here, ship!"

Ship came up to Julie. "Ship, ship. Ship, ship. Ship, ship." Ship then turned into the battle space ship. "Ship!"

"Oh. Okay!" said Ben

They all started to head to La Soledad. Once they got there some got out of Kevin's car and others exited Ship.

"Why are we stopping here?" asked Darkstar

"I have to ask the same thing? This place looks abandoned." said Pony Head

"It's a cloaking field." said Cooper

Kevin absorbed the metal of his car. "Once we go inside, it's on." said Kevin

"Okay. Nothing fancy. We go in, we destroy the hyperspace jump gate, we capture any Highbreed we can find. That's it. One more thing. Whatever we were before, to day we're a team. We look out for each other. We win or lose together." Ben activated the omnitrix and hit it. "Cannonbolt!"

"Haven't seen him for a while." said Gwen

"What can I say? I'm feeling nostalgic."

They started to go through the cloaking field.

"They've been busy." said Kevin as he drove his car in.

"Snow?" questioned Darkstar

"The aliens like it cold." said Star

"I should have brought a jacket." said Gwen

"I've got a felling it's going to get pretty hot in here." said Ben

The DNAliens noticed them and cried out. All the DNAliens started to charged at the group.

"Okay, now I see them." said Pony Head

Darkstar blasted the first group of DNAliens that was coming at them. The group started to charged. Kevin started to slide DNAliens with his car as he jumped out and started to punch more DNAliens. Gwen started to blast the DNAliens. Kelly started to attack the DNAliens with a wooden staff. Alan was shouting fire at the DNAlien from the sky. Pony Head was firing blasting from her horn at the DNAliens. Ben started to role through the DNAliens. Star started blast DNAliens with spells with combined with kicks and punches. As some of the DNAliens started to shot goo at some of them. Gwen made a shield to block the goo. Kevin jumped and hit the ground sending s shock wave at the DNAliens. DNAliens started to surround both Professor Paradox and Azmuth. Paradox pulled out his watch and clicked it. Time started to slow for Paradox. He walked past the blast the DNAliens fired. Azmuth ran as the DNAliens fired blast and shot goo. Azmuth got his feet stuck in goo. Azmuth tried to free his legs.

"Well, that's just revolting." said Paradox

Cooper fired some missiles at the DNAliens. Paradox picked up Azmuth and quickly took down the DNAliens that were around them. Julie was standing on top of Ship as he fired at the DNAliens from the sky. Dartstar kept blasting DNAliens. Then one of the DNAliens knocked his helmet of his face. Darstar fired a huge blast knocking down several DNAliens. He started to absorbed the energy from the DNAliens. "Yes! Yes!" said Darkstar as he started to return back to the way he was before. "Yes!"

Then Ben rolled in. "No! Stop hurting them!" said Ben

"This is a battle. We do what we must to survive."

"These are human being, Michael. They're under alien control. We take them down, not out. Understand?"

Darkstar stopped absorbing the DNAliens and reverted back to the way he was before. He picked up his helmet and put it back on. "You're a fool, Ben. What would you do - cure them?"

"Actually, that's not a bad idea. Omnitrix, revert DNAliens to human." The omnitrix symbol fired a green beam at a DNAlien and turned it back to a human.

" **Genetic damage repaired.** " said the omnitrix

"Again. As many as we can." Ben said gasping for his breath. The fired a green beam and started to turned DNAliens back to human. Cooper saw what Ben was doing.

" **Warning - energy reserves depleted. Cycling to recharge mode.** "

Ben then collapsed into the snow and turned back to normal. Gwen put up a dome to protect Ben as the DNAliens attacked. Then Kevin and Star took out the DNAliens that was attacking them. As soon as Gwen took down the dome she ran to Ben. "Ben, are you okay?!" said Star in a worried tone

Kevin walked up to Ben. "Wake up. As much as you need your beauty sleep, now's a good time." Star and Kevin helped Ben up. As Paradox and Azmuth showed up.

"What happened?" asked Ben

"You misused the power of the omnitrix!" said Azmuth

"I was helping people."

"You were wasting power in a pointless exercise!"

"Good intentions, Ben, but in matters like this, timing everything." said Paradox

"What do you mean?" asked Ben

"It will come to you."

"Are you saying I can't used the omnitrix to cure the DNAliens?"

Then Cooper came up to them. "Now that I've seen how you do it, maybe you don't have to." said Cooper as he started to use his power and dismantled the suit. He used the parts to make some blasters.

"What are those?"

Cooper grabbed on of the blasters and blasted a DNAlien and it turned back into a human.

"Oh, I like that." said Kevin

"One shot will revert a DNAlien to human." said Cooper

"And it won't hurt them?" asked Gwen

"They'll wake up with a little headache." Everyone came and grabbed a blaster.

"Okay, how I'm supposed to used this? If you haven't noticed I don't have hands." said Pony Head

"Or arms, or legs, or a body." added Darkstar

"I can fix that." said Cooper as he adjusted a blaster to fit and work on her horn.

Ben activated the omnitrix and hit it. "Jetray!" Ben said as he grabbed two blasters and fly up into the air. He started to blast the DNAliens. Then transformed in to Swampfire and dived bombed the DNAliens. Star blasted the DNAliens with both her wand and the blaster. Gwen was firing with a blaster in on hand and with the other she made shield. Paradox was walk as he blasted the DNAlien. Azmuth fired a blast but the kick back was to much he fell of Professor Paradox shoulder. Kelly was firing DNAliens with a blaster. Darkstar was firing with a blaster and blasting at the DNAliens with his powers. Alan was blasting them with the blaster and fire from the air. Julie fired a blaster from the top of ship. Pony Head was zooming around as she fired blasts at the DNAliens. Ben used Swampfire's power to tangle the DNAliens as other blasted with the blasters. Cooper was blasting DNAliens. Azmuth tried to fire again but the kick back send him and he rode the blaster like a pogo stick. Kevin was running a gunning with two blasters. They kept movie up closer and closer to the hyperspace jump gate. A blast was fired at the group. Ben saw it coming and jumped up into the turned into Upchuck and ate the blast and spit it right back.

In Highbreed control room.

"It's impossible. That vermin must not be allowed to reach us." said the Lead Highbreed

"Our forces are routed, master. I do not think we can stop them." said a DNAlien

"Very well. We must accelerate our plans. Activate the jump gate now."

"As you command."

Two other Highbreed used a device to activate the jump gate.

On the battlefield.

"Guys, the jump gate's powering up." said Gwen

"If I remember correct. We were not supposed to let that happen." said Pony Head

"What do we do now?" asked Alan

"We break it." said Kevin. He ran up and jumped and hit it. Kevin was send flying back to the ground. "Not even a scratch. What's it made of?"

"Neutronium carbon alloy." said Paradox

"Dude, that was totally - what's that word?" asked Kevin

"Rhetorical." said Gwen

"Yeah. That."

"Everybody, hit it together. on three." said Ben. Everyone got ready to attack. "One, two, three!" Everyone started to blast the jump gate. But the attacks did nothing to the jump gate.

"Nothing." said Darkstar

"We're too weak." said Cooper

"Maybe not." said Ben. Then he hit the omnitrix symbol. "Way Big!" Ben started to pick the jump gate.

"It's working, Ben! Keep trying!" shouted Star so Ben could hear her.

"Back away! It's about to..." said Paradox

The jump gate started to open and send a strong wind and electrocute Ben. Ben then started to fall back missing the group. The Highbreed warships started to come through the jump gate. Ben turned back to normal and was unconscious in the creator he made.


	36. War of the Worlds, Pt 2

Ben started to wake up and saw the Highbreed war ships. The rest started to enter the creator. Star helped Ben up.

"We're to late." said Star

"It's never too late. New plan." said Ben. The rest stood there quite waiting for Ben's plan. "Working on it."

"That's reassuring." said Kevin

"Got it! We break into the Highbreed control room and force the Highbreed captain to make his retreat!"

"That's your big plan?" said Darkstar

"Hey, how many times have I beaten you?"

"Twice, but just at this moment, I can't imagine how."

"The main control tower will be the most heavily guarded building in the city." said Azmuth

"Precisely my point. How do you propose to get inside?"

"Leave it to me." said Azmuth

Ben, Star, Kevin, Gwen and Pony Head entered Kevin's car.

"You coming with us Pony Head?" asked Star

"Of course I'm coming, B-fly. After all we're besties." said Pony Head

"So we're gonna drive to the control tower?" asked Gwen

"Uh-huh." said Kevin. Then he pressed a button on his car. The car started to morph.

"When did you get all this stuff?" asked Ben

"When didn't I? Every time we found some alien tech, I tossed it in the trunk, and whenever I hade free time..."

"You work on the car." said Gwen

"Yep." Kevin started to drive the car. DNAliens started to fire at the car. Kevin hit a button and the car started to fire at the DNliens. A truck pulled up in front of them.

"You're not going to stop, are you?" asked Ben

"Nope." Kevin fired some missiles and destroyed the truck. Gwen put a dome around the car to protect them from the fire as they jumped thru it.

"And this is why we always wear our seatbelts."

"Nobody like a backseat driver." The warships started to fire Kevin monuver to dodged the blasts. Kevin fired a building and started to drive thru it.

"I haven't had this much fun, since that time you four came to St. Olga's." said Pony Head

Kevin stopped right in front of the main control tower. They got out of the car.

"Run to the control room. Then we fight." said Ben

"I was afraid you were gonna say that." said Kevin. He then pressed the auto attack button on his car. The car started to drive of on its own and started to attack the DNAliens in front of the main control tower. "That'll hold them for a while!" Kevin said as they started to run towards the tower. The car cleared a path and continued to attack the DNAliens. Ben Star and Pony Head started up the stairs as Kevin and Gwen stopped.

"Kevin, come on!" said Gwen

"I'm gonna miss that car." said Kevin. The they started to climb the stairs.

They continued to climb the stairs. "The highbred have starships and they haven't invented the elevator?"

They made it to the door. Kevin absorbed some stone. "It's hero time!" said Ben as he hit the omnitrix. "Swampfire!" Ben then started to burn a hole through the door.

"Tennyson. That is you, isn't it? All of you lesser species look alike to me." said the Highbreed

"Yeah, yeah. You're all superior and pure-blooded, and we're all maggots. Don't have time for that today." said Ben

"Do not mock me, Tennyson. You can die quickly with the rest of your insignificant race, or slowly by my hands."

"Or, I was thinking, not at all. Call it off."

"Foolish children. Enough of this. Destroy the other four. Leave Ben 10 to me."

The DNAliens started to attack Star, Kevin, Gwen and Pony Head. Star, Kevin, and Gwen started to battle the DNAliens hand to hand and Pony Head was head-butting DNAliens. The Highbreed hit Ben in the face destroying it. Star saw this happen. "NO!" shouted Star

"So it ends. Just like as your grandfather destroyed himself trying to defeat me, so you, too, will fall at my -"

Ben reformed his head. "I'm kind of mad now." said Ben. Then he started to shot fire at the Highbreed. Two Highbreed dropped down. Star dodged the one that was heading for here and Gwen but up a shield to protect her from the other Highbreed.

"Hey." said Kevin as he hit the Highbreed that was near Gwen. Kevin ran up to the Highbreed. The Highbreed grabbed Kevin fist then his side.

Star and Pony Head were working together fighting one of the Highbreed. Ben ran up and hit his Highbreed. He hit Ben back. The Highbreed with Kevin thru him around. "Leave him alone!" said Gwen

"Very well. I was nearly done with him anway." said the Highbreed as he tossed Kevin aside. The Highbreed walked up to Gwen. She put up a dome and the Highbreed destroyed it in one hit. "That won't keep me from you, vermin. But perhaps I'll finish your friend first. So you can watch him suffer. Yes, you're no threat to me now."

"I said... Leave him alone!" shouted Gwen. She started to turn purple and her heir started to turn into energy. She blasted the Highbreed outh of the tower. Star and Pony Head combined there power to blast the Highbreed out of the tower as well. Star and Pony Head saw what Gwen looks like.

"Gwen." said Kevin as he started to get up and walked to Gwen.

"So much power."

"Gwen, listen to me. You've got to shut it down."

"No. I think I can defeat the Highbreed all by myself."

"Your grandmother said it would take at lest 75 years for you to master that power."

"We don't have 75 years."

"You'll lose your humanity. You won't remember Ben, Star or me. Ben will find another way to win. You've got to come back to me, Gwen. I can't lose you. Okay?"

Gwen then started to turn back to normal. "Okay." Then they hugged. Ben was getting hit by the Highbreed.

"You're finished, insect." said the Highbreed

"Not quite." said Ben. Then he thru some seeds on the ground. The Highbreed was then tangled with the plant that was growing. "Okay, now I'm finished. And soon as you give the order, the whole invasion's over." Star, Kevin, Gwen and Pony Head soon joined up with Ben. The Highbreed started to laugh evilly.

"You think this is funny?" asked Kevin

"I don't have the authority to call off the invasion. Only the Highbreed supreme could end the attack. And he is beyond your reach, safe on the home world." said the Highbreed

"Well, at least things can't get any worse."

Then DNAliens started to surround them.

"You had to jinx us." said Pony Head

"I'll try shoving them back with a shield. Maybe we can -" said Gwen

Then they noticed the DNAlien were being sent flying. Then the saw Manny beating up the DNAliens. "One side, alien freaks! You're in my way!"

"Manny." said Star

"Hey, Star." said Manny

Then some DNAliens quickly got there guns taken away. Helen dropped the gun near them and Pierce shot spikes and destroyed the guns.

"Helen and Pierce! But that means..." said Ben

"How's it going kids?" asked Max as he rode in on a Null guardian and landed. As Max got off Ben started to run towards him turning back into to normal.

"Grandpa Max!" said Ben as he and Gwen hugged Max.

"And Max Force!" said Manny

"What did I say about calling us that?" said Max

"I think it sounds cool."

"What are you doing here? I thought you were gonna stay in the Null Void until you clean it up." said Gwen

"Pretty much got things under control there. Anyway, after all the hard work I put into uncovering the Highbreed conspiracy, there is no way I'm sitting out the final round." said Max

"Then you've arrived just in time to see the end, Max Tennyson. My fleet will uncloak and destroy the Earth in less than one of your hours." said the Highbreed

"And we don't even have a plan." said Kevin

"Sure we do. The hyperspace jump gate is like a door out from the Highbreed home world to here, right?" asked Ben

"Right. So?" asked Star

"So a door out is also a door in. Got your phone?"

"Sure. Why?" asked Gwen

On the battlefield the rest of the group were blasting the DNAliens reverting them back to human. Then Julie's phone started to ring.

"Aren't you going to answer it? It's important." said Paradox

"Hello?" said Julie as she answered the phone. "Okay." Then she hanged up.

Paradox chuckled. "Told you." The Paradox disappeared.

Back at the tower.

"All set." said Gwen as she hanged up the phone.

"Great. Grandpa, can you hold the line here?" asked Ben

"Keep them from retaking the control room? Consider it done." said Max

Ben started to head toward the window. "Where are you going?" asked Manny

"Just stepping out for a second." said Ben. Then Ben stepped out the window and started to fall.

"Ben!" said both Star and Max

Ben then started to float back up on Ship. "Ship!" said Ship

"Star! Gwen! Kevin! You coming?" asked Ben

Kevin and Gwen got on to Ship. "Pony Head are you going to come?" asked Star

"No, I'm going to help out her. But Star just promise you will came back."

"Of course I will." Star then jumped onto Ship.

Ship started to move. "We don't make it, it's up to you guys." said Ben

"Forget that, man. We'll see you get back." said Manny

Max gave Ben a winked. They entered Ship and started to fly towards the jump gate.

"It's about time I got to drive." sad Ben

"I'm still trying to figure out what bug-eyes is doing here." said Kevin

"If you're referring to me, surely you don't think I would leave the omnitrix unprotected." said Azmuth

"Ben worries about you, too." said Star

"I am only concerned with the omnitrix, not Ben."

"Of course you are."

"Jump gate coming up. I'm going to change into my flight suit." said Ben. Then he activated the omnitrix and hit it. "Brainstorm! With my oversized cranium and intellectual superiority that naturally follows from it, this is obviously the correct form to pilot this vehicle under these trying conditions."

"That's precisely why I should pilot this ship." said Azmuth. Ben then started to chuckled. "Are you inferring that you're smarter than me because your head is bigger?" asked Azmuth

"No. I implying that I'm smarter than you because my brain is bigger!"

"Here's your chance to prove it. Incoming!" said Kevin

Ben maneuvered Ship to dodge the laser fire from the Highbreed war ships. Making some of the war ships hit each other with the lasers destroying them.

"Prepare yourself. The jump gate can be disconcerting." said Azmuth

"It probably works like travel with dimensional scissors." said Star

"Not even close. It converts you into faster-than-light tachyons..."

"...Broadcasts them to the receivers gate on the opposite side of the galaxy..." said Ben

"...Then reconstitutes you."

They went thru the jump gate. The gate but some strain on them. "Yeah, it's not like traveling using dimensional scissors." said Star. Then they appeared on the Highbreed home world.

"We've arrived"

"Is everybody okay?" asked Gwen

"I-I don't feel so good." Ben said then he vomited on Azmuth. "Oh, my dear fellow. Sincerest apologies."

"Ship!" said Ship as he was starting to get blasted at.

"We've been hit!." said Kevin

"Try and get us to the high council building - the tall one over there!" said Azmuth

Then soon crashed and Ben turned back to normal. Ben soon was unconscious. Later Ben woke up and found out he and the rest were chained up.

"What happened?" asked Ben

"A bunch of Highbreed guards caught us right after we crashed." said Kevin

"The good news is that we made it to the Highbreed's headquarters." said Gwen

"What about Ship?" asked Ben

"He's okay. I told him to hide until we called for him." said Star

"IF I could just reach the omnitrix." said Ben

"Why do you need to reach it?" asked Azmuth

"Oh. Right. Omnitrix, Humongousaur!" said Ben. Then he turned into Humongousar getting out of the chains. "Humongousaur!" Ben lifted the pillars holding Star and Kevin freeing them. Kevin absorbed the metal floor and freed Gwen. Star used her wand and freed Azmuth. Ben busted down the door and knocked out a Highbreed as well. Ben moved the door of the Highbreed and grabbed him. Star pointed her wand at him.

"Hi. Take use to your leader." said Star

Ben tossed the Highbreed into the Highbreed council room.

"Who dares?" asked the high Highbreed

Then Ben, Star, Kevin, Gwen and Azmuth walked in to the room. "I'm sorry, master. They took me by surprised..." said the Highbreed that Ben tossed in. The high Highbreed just raised his hand and the Highbread left the room.

"You are the Earth vermin Ben 10."

"Ben Tennyson. Yeah! You're the Highbreed top banana, right?" said Ben

"I've read reports of your tenacity, but truly your gall exceeds all description. "

"Thanks. I want you to call off the attack on Earth."

"Just like that?"

"Pretty much. What have you got to gain by hurting us?"

"You are mongrels, inferior life-forms. Your very existence is an affront to our purity."

"Can we dispense with these lies?" said Azmuth

"You accuse me of dishonesty. Your race is the Galvin, correct? A slightly more intelligent form of pond scum."

"Don't be fooled by his posturing, Ben. They aren't attacking because of their supposed superiority. They're attacking because they're dying out. Their ridiculous belief in racial purity led to inbreeding, a loss of resistance to disease, and finally sterility. This is the last generation of Highbreeds, is it not?"

"You at correct, vermin. But we will not perish alone. In a matter of hours, my fleet will destroy not just Earth, but every known inhabited planet in this galaxy. The fall of the Galvin was the signal for our final attack to begin. Enjoy the view. You at about to witness the end of all life in the universe."

"All is lost. They are far too powerful to fight."

"Why fight them when we can help them? Omnitrix, can you repair the genetic damage to the Highbreed? All of them?" asked Ben

" **Genetic manipulation on that scale will require all available power.** " said the Omnitrix. Ben turned back to normal. " **Genetic recombination sequences ready.** "

"What are you doing?" asked the high Highbreed

"Wait for it." said Ben

Ben raised his hand up and the omnitrix send out a wave out across the planet. The wave passed thru the jump gate and traveled through it. The Highbreed each had different colors.

"What have you done?!" said the high Highbreed

"I ordered the omnitrix to reprogram your DNA." said Ben

"And judging from the new look, I'd say it worked." said Kevin

"Omnitrix?"

" **Program complete. All Highbreed in range of transmission are now genetically fused with random species from omnitrix database.** " said the omnitrix

"In range of transmission? With the jump gates open for the attack!" said the high Highbreed

"Every Highbreed in the galaxy is now a, uh, how did you put it?" said Azmuth

"He called us mongrels." said Star

"Welcome to the kennel club."

"How could you do this?" asked the high Highbreed

"I don't understand. I saved you." said Ben

"You have made us impure. There is only one honorable act left to us."

"No!" said a voice. Ben, Star, Kevin, Gwen and Azmuth looked back and saw a Highbreed with a green hand. "There is another way!"

"Rynie!" said Ben

"You know him?" asked Gwen

"I know a lot of people."

"This human once cured an ailment of mine by changing my DNA. At first, I thought the impurity a curse, but I have since learned otherwise. Fellow Highbreed, we can live!" said Rynie

The five Highbreed in the room whispered to each other. "It is decided. The high council elects you Highbreed supreme. Lead us wisely." said the high Highbreed.

"I will try." Rynie went to a room and started to speck and his voice could be heard over the planet and thru the jump gate. "To all Highbreed within the sound of my voice, the war is over! Return home so we can create a new future together." He turned around to see Ben, Star, Kevin and Azmuth. Rynie put out his arm and Ben shock it. "Thank you for your help, Ben Ben Tennyson." They soon went through th jump gate and return to Eart as the Highbreed war ships went though it a retuned back to there home world.

"That's the last of them." said Ben

"It's a beautiful sight, isn't it?" asked Max. He tossed something into the air I hit the jump gate. The jump gate then started disappear. "Fusion grenade."

"Nice!" said Kevin

Star opened a portal so Pony Head and Kelly could get home. Julie boarded Ship so she could get a ride back home.

"Grandpa, are you going back to the Null Void?" asked Gwen

"Nope. After watching Ben's recruits in action, I think they need some training from an old pro. You four sure don't need me anymore." said Max

"I'll always need you, grandpa." said Ben as he gave Max a hug.

"Come on, team. You're with me. Ooh, I'm gonna need a bigger motor home."

"what happened to Darkstar?"

"He snuck away during all the excitement. We'll get him." said Star

"But not today. Today I'm going to the auto show. I need a new ride." said Kevin Noticing he's car was destroyed.

Gwen walked up to Kevin. "I'll go with you." said Gwen

"You like cars?"

"Not really. I like you though." Kevina nd Gwen started to walk off together.

"Nice working with you again, Ben and Star. It's time to take Azmuth home." said Paradox

"There's a lot of rebuilding to do back on Galvin." said Azmuth

"Before you go, can you re-engage the master control? That DNA wave I made seems to have reset the omnitrix." said Ben

"Yes, it has, hasn't it? Have fun figuring out."

"Azmuth, could you tell me some more about your relationship with my family?" asked Star

"I will say this. I know about your past Queens not personally. Only by reputation, only two members of your family know about me. With one being you, Star."

"Who? Who is the other?"

Azmuth chuckled. "That will have to wait till next time."

The Professor Paradox and Azmuth disappeared.

"Well Star, do you want to try the date again?" asked Ben

"Yes. That would be nice." said Star

The two left to get a second try for there date.


	37. Storm the Castle

At Ben's house. Star was decorating the house. For the party celebrating there victory over the Highbreed. There was a knock at the door. Star went to open it and saw Kevin and Gwen there.

"Hi. Kevin, Gwen. Thanks for coming over to help me set up the party." said Star

"No problem, happy to help." said Gwen

"Where's Ben? Shouldn't he be helping?" asked Kevin

"He left to get the pizzas. He should be back soon." said Star. Then there was a knock at the door. "That must be Ben," Star answered the door and saw the fly monster wearing Ben's jacket. Star was shocked and got her wand ready. "What have you done with Ben?" Star said pointing her wand at the monster.

"If you ever want to see the boy back alive again you will bring the wand to Ludo's castle tonight and come alone." said the monster. Then he flew away.

Star was still in shock. Then Gwen and Kevin came to see what was happening.

"What happened Star?" asked Gwen

"Ben has been kidnapped." said Star

"What?!" said both Kevin and Gwen

"I'm going to get him."

"We're coming with you." said Kevin

"No! They said to come alone." Star was about to leave. But she was grabbed by some purple energy. Star looked back and saw that Gwen was stopping her. "Gwen let go of me! I have to save Ben!"

"Your not going alone. Don't forget Ben is my cousin."

"But he said to come alone." Star said as she struggled trying to get free.

"And how do you know this isn't a trap. You could end up just like Ben." said Kevin

Star stopped struggling and Gwen let go of Star. "It will be okay Star we will save Ben together." said Gwen

"You are right." said Star.

"We just need to figure out were Ben is."

"I already know that. He is at Ludo's castle." She got out the dimensional scissors and open a portal. They three of them went through it.

Near Ludo's castle Buff Frog was down in the slumps. Ludo was dragged a bag. He then knocked on a door.

"Why did you bother knocking? When you just walked through my living room." said Buff Frog.

"I'm sorry." said Ludo

"Go away!"

"I just want to talk, Buff Frog."

"Buff Frog not even my name."

"Really?! Is it Butt Frog?!"

"No it's not Butt Frog."

"Is it Chad?!"

"My name is Yvgeny Bulgolyubo."

"Oh, so your foreign."

"What do you want?"

"Okay! At least let me buy back your friendship. Your going to love it." The bag started to rustle around and Ludo punched it. "Quite."

"Fine." Buff Frog dropped the door to the ground. "Door is opened."

A portal open and Star, Kevin and Gwen came through it.

They started there way to the castle and went past Ludo and Buff Frog. Star noticed Ludo and blasted him and Buff Frog.

"Ben!" said Star. She ran to the bag and untied the knot. She opened the bag and found out Ben wasn't in there. "Tadpoles?!"

Buff Frog got up. "Tadpoles?!" said Buff Frog. Then Star blasted Buff Frog again.

Star was over Ludo. He noticed her standing there. "Where's Ben?" Star said pointing her wand at Ludo.

"I don't even know who that is." said Ludo. Then Star's wand started to glow bright.

"She's talking about boy who turns into monsters." said Buff Frog. Star moved her wand at Buff Frog. "Please, no more laser beam?" Star pointed the wand back at Ludo.

"I swear I don't know where your friend is."

"Then why did you summon me to your castle?" asked Star

"It is no longer his castle." said Puff Frog

"He's right. It's Toffee's castle now." said Ludo

"Who's Toffee?" asked Star

"It sounds like some else took Ben." said Gwen

"It doesn't change the fact Ben still needs our help." said Kevin

Star, Kevin and Gwen started to head to the castle.

"Wait, wait. Wait, wait." said Ludo as he tried to catch up with them.

"Ludo." said Buff Frog. Ludo stopped and looked back at Tuff Frog. "I wanted to say, thank you. For giving me the gift of fatherhood."

"It wasn't a gift you ding-a-ling. It was a bribe. You see the plan was I buy your friendship with gifts because we're friends and in return you kick Toffee out of the castle for me because we're friends. But then Star showed up and I don't need you anymore you big old meatball." said Ludo. Then he left.

In the castle. Ben was chained down in a chair. Ben struggled trying to get free.

"Well I guess that's all the fun I can have. Wait." said Ben. Then he spun the chair around. "Now I'm done. Alright you got me here. What do you want? If your after the omnitrix. Its not going to come off easily."

"What?! I'm not interested in this omnitrix you speak of. But I will say it dose fascinate me." said Toffee as he but he part of his tux away.

"You after the wand. That to is difficult to get as well."

Toffee entered the clear box Ben was in. "Eat something. Could be your last meal." said Toffee as he put a sandwich down on the table.

"I'm actually fine. But if you are I cook things alright."

"Okay." Toffee pressed a the chains were released. Ben tried for the omnitrix but the was a metal around the omnitrix. "You don't think we would let turn into a monster, did you."

"Their aliens not monsters."

"What ever you say." Toffee pushed Ben back into the seat and pushed the table with the sandwich closer. "You really should eat."

"No thanks I don't want the sandwich."

"Your a disappointment."

"I'm not scared of you. I have handled over dozens of villains."

outside the castle.

Star, Kevin and Gwen were about to enter the gate.

"Good luck, getting in there." said Ludo

"There are keys in the door." said Star

"That's obviously part of Toffee's plan."

"These look like your keys. After all they have your name on them." said Gwen

Star opened the gate. Then Star, Kevin and Gwen started to head for the door of the castle.

"Wait, wait. Wait, wait. You have no idea how powerful Toffee is. What you need is the element of surprise. " said Ludo as he catched up to them. "lucky for you I know this castle like the back of my hand." Ludo showed them on one of his hand was a mole that looked like the castle.

"Eww!" said Star, Gwen and Kevin

"I sneak us into the castle then Star blasts Toffee in the face. It's the circle of life."

"What is he talking about?" asked Gwen

"I have no idea." said Star

"So what do you say we have a deal." said Ludo as he held his hand with the mole on it out.

"I'm not touching the hand with the mole on it."

"Fine." Ludo switched his hand.

"Actually I don't want to touch any of your skin with my skin."

Then Tuff Frog came up. "Don't trust him. I will guide you."

"I don't trust you either. Plus Gwen get he location."

"You might know where he is, but do you then way to go. Plus I am father now." said Tuff Frog. He put the tadpoles in a fountain. "I would like my children to grow up in castle. You don't have to trust me, but consider alternative." Star noticed Ludo was trying to grab her wand. Star blasted Ludo. Tuff Frog wrapped a rope around the fountain and lifted the fountain on to his back. Tuff Frog walked to the door and pulled it off. "Let's go." Ludo, Kevin and Gwen walked into the castle. Tuff Frog stopped Star before she could go in. "Whoa, whoa. Before you go inside I must tell you Toffee is not like Ludo. He knows about you and he dose not like your magic."

"Oh, yeah! Well I don't like him either." Star said as she entered the castle.

"You need to have plan."

With Toffee and Ben.

A fly monster put a lot of pillows on a chair. Toffee walked up. "What did I say about the pillows. I don't need pillows on my chair, I'm an adult." Toffee picked up the pillows and gave them to the fly monster. The fly monster started to fly away. Toffee took a seat down in the chair. The fly started to come back. "No."

Star, Kevin, Gwen, Buff Frog, and Ludo were just around the corner.

Star saw Ben. "Ben! Okay, here's the plan we are go in on the count of one."

"That is not good plan." said Buff Frog

Kevin absorbed the stone wall. "One." said Star with her wand ready. Star, Kevin and Gwen ran into the room.

"No! Wait! Star!" Buff Frog tried to stop her. Ludo grabbed hi arm.

"Chad, wait! Now is are chance to get the wand." said Ludo

Buff Frog then ran in.

Star jumped on to the table and ran towards Toffee. "You made it." said Toffee right before Star blasted him sending him to the ground and taking off his arm. Star then blasted on of the guards that was front of the box that Ben was in. Gwen fired at the second and Kevin punched the third.

"Supersonic leech bomb." said Star. Some leeches attacked to the box and exploded. But there wasn't even a scratch on the box. "What?!" Star was hit by a alligator monster. Tuff Frog hit him a side and punched him in the nose. Tuff Frog, Kevin and Gwen continued to fight the monsters. Toffee just laughed on the floor and watched. Star got on to the chandler and fired a big blast on top of the box. But it did nothing as well. Star dropped to the floor angry that she was doing nothing to the box. "No!" She held up her wand and her heart cheek marks started to glow and so did her eyes a little. The wand was shinning brighter then it has ever before with Star. She fire at the box and a huge explosion came upon hit. The box was completely destroyed. The glow faded from Star. Ben, Kevin and Gwen saw this and were shocked that Star let out a blast that powerful. It even shocked Star for a second. "Ben!" Star started to run to Ben.

"Star!" said Ben as he got up. Star accidently ran into him and pushed him down.

"Sorry! I was just excited." Star said giving Ben a hand up. The box started to repair it's self trapping Ben again. A monster grabbed Star from behind. Star started to struggle free.

"Stop!" said Toffee as he got up. "That's no way to treat our guest of honor." Toffee said as his arm regenerated. He then pressed a button and the box started to lower.

Star tried to stop the box from lowering. Gwen and Kevin noticed the box was lowering and ran over to help Star. "Stop, stop! Stop, stop!" Star, Gwen and Kevin were about to attack it together.

"That's not going to work again. That crystal is twice as strong now." said Toffee as he got back into his chair.

"Don't worry Star. I got this." said Ben as he tried to hold up the box roof.

Star got on to the table and dropped her wand in front of Toffee. "Here, just take the wand. Just let Ben go." said Star her voice in a sad tone

Ludo came on the table laughing evilly. A chicken monster grabbed him with his mouth. "Do you think I'm like Ludo. Just swallow it." said Toffee. The chicken monster then ate Ludo. Toffee grabbed the wand and slid it to Star. "I don't want your wand. Destroy it."

"What!" said Ben, Star, Kevin and Gwen in shocked.

"Surprise!"

"I can't. I don't even know how." said Star still in a shocked tone after hearing what Toffee wants her to do.

"Yes, you do. It's the first spell your mother ever taught."

"The whispering spell."

"Exactly. Ben's waiting."

Star didn't even give it a second thought and kneeled down and picked up the wand. "I'm sorry." Then Star started to whisper to the wand the star crystal started to turn black and some of it started to fall apart. Until the wand was all gray. Star set the wand down. The top of the wand opened and a ghost like figure came out of the wand. It went up to Star's ear and whispered something in it and disappeared. "Now let Ben go." Toffee pressed a button and the box stopped lowering and started to rise back up. Then a door opened. Star ran to the box pushing Ben back in along with Gwen and Kevin. "Run." Star whispered to Buff Frog before closing the door. Buff Frog started to run away with his babies.

"Okay. What was that for?" asked Ben

"Yeah, why are we in here?" asked Kevin

"Because it's not over yet." said Star

The top of the wand closed. "Gentlemen, it's been a pleasure." said Toffee. Then the wand started to flash and send out energy. The monsters started to run away. The chicken monster even laid a egg as it ran away. Then the wand exploded tacking the castle with it. The door to the box opened. Ben, Star, Kevin and Gwen got out. they noticed the egg the monster laid was still in tacked. Then Ludo came out of it.

"Ewww." said the four of them

"Where is my castle?" asked Ludo

"It's gone." said Star

"And where is your wand?"

"That's gone too."

"Everything! We at no longer friends."

"We never were friends."

"You are now my mortal enemy." Ludo took out his dimensional scissors. "This day I vow..." Star took Ludo's dimensional scissors and opened a portal and tossed him in. Then there was a crash. The four ran over to see what fell. As the smoke cleared they saw some of Star's wand. Ben and Star then shared a hug. Then wand sunk into the earth and crystals started to grow and in the biggest crystal Star's wand came out looking different then it was. It floated to Star and she grabbed it.

"Whoa!"

"Upgrade!" said Ben

Then Star blasted to metal band of Ben's wrist. Then some knight started to come near the creator.

"Who are they?" asked Kevin prepared just in case they were to attack

"Those are castle knights of Mewni. What they doing here?" asked Star

"Well we saw and heard an explosion and came to check it out." said Rive removing his helmet.

Later at the castle.

"S-s-s-so bas-s-s-sically just to recap." said River

"Your not going to do that are you?" asked Moon

"What do you mean my dear?"

"You know that thing when you talk and every time you get to a word with an S you have that little whistle in your front teeth. I love you honey. I just can't deal with that today. Star you left Earth without permission and destroyed your wand. Is there anything that I'm leaving out?" Moon said as she walk towards Star.

"Awww. No I think that everything. But look the wands find. Sort of." said Star show Moon the wand.

"It's aaa. I'll take it and get it clean for you." Moon said as she took the wand

"Please don't be mad. That looks like a mad face." Then Moon hugged Star. "So, you're not mad."

"No, I'm always mad. But I'm happy that you're safe." Star then started to return the hug.

"Mom. Do you mind if I show my friends around the castle, before we have to go back to Earth?"

"Sure." Star started to lead Ben, Kevin and Gwen around the castle. "I don't know if we are doing the right thing River."

"Darling." said River

Moon walked over to her mirror and called Star's mirror. "Glossaryck. Hello."

Glossaryck then showed up in the mirror in a towel. "Stop yelling. I was in the tub. My lady." said Glossaryck

"We can call back."

"No it's fine. I was just doing some guarding." Glossaryck said as he saved he's leg. Then he noticed the wand. "Awww. What happened there?"

"We fear that the wand has been cleaved."

"Cleaved. Now that's a funny word. You can cleave something apart or you can cleave something together."

"Glossaryck!"

"If I go like this with both my arms down goes my bath towel. Cleaved from my body."

"Hmmm. Glossaryck. Towel. Please." said River as Moon covered her eyes.

"No problem, your highness." The towel reappeared back on Glossaryck. "I hope you found all the pieces of the wand."

A/N: just so you know after this I'm going to take a break so I can do some stuff so there won't be any new chapters for a while. But be patient and wait.


	38. Star's new wand

Both Ben and Star were in Ben's room just playing a game.

"Well this week has been something." said Star

"Yeah, you could say that." said Ben

"First we had the Highbreed invasion, then you got kidnapped. I had to destroy my wand and got an new wand."

"Yeah, if you were living with someone else. This would be strange for them."

"But we see crazy stuff like this almost on a daily basis." Then Star's wand started to float up into the air and started to zoom around the house.

"Star, what is up with your wand?"

"I don't know!" They watch the wand fly around the house dodging some time so the wand didn't fly into them. The wand went into Star's room as the wand was going around the room it fired a blast and it the omnitrix casing it in a green crystal. Then Star's spell book came out from under her bed and the wand went into the book and the book pushed Ben sending it and Ben into the closet. Then the door closed. "Ben!" Star ran to the closet door and tried to open. But the knob wouldn't turn. "Ben, I think the door is stuck. I think you have to turn into Big Chill to get out."

"I can't."

"Why can't you?"

"Because your wand coated the omnitrix in crystal. So I can't use it."

"That's not good. Don't worry Ben I will figure a way to open the door. I usually unlock this with my wand."

"Well your book ate it."

"Well don't go poking around in there. It's my secrets closet. It's privet."

"Can we focus on getting me out of here."

Star continued trying to open the door. Then Glossaryck came out of the keyhole. "What are you doing?" asked Glossaryck

Star screamed and let go of the door knob in surprise. "Oh, hi Glossaryck. My wand is locked in in the closet and so is the spell book. As well as Ben." said Star

"Did you try the knob."

"Yes I have tried the knob." Star then started to kick the door down but the door kept standing. "Did that help?"

Glossaryck went thru the door knob and hit it on the other side. "Nope, still lock."

Then Ben grabbed Glossaryck. "What is going on? Is this some training thing?" asked Ben

"Are you some training thing? Are you mad? Is this wolf kebab rock bandage ba ba ba ba ba ba ba ba ba ba ba ba ba."

"Stop it. Just tell me how to get out of her or at the lest get the crystal of the omnitrix."

"Okay I'll tell you what to do. are you listening?"

"Yes I'm listening."

"To reach the chunks in hobo's tome find her secret that's the clue."

"So if I find her secret, the door will open. How will that work?"

"Goodbye." Then Glossaryck went back thru the keyhole.

"Well it's not like I have anything else I could do."

With Star and Glossaryck.

"Why don't you try the easy way and just open the door with magic." said Glossaryck

"I can't use magic. My wand is in the closet." said Star

"You want to try the hard way."

"Oh, you mean pick the lock. Like Kevin does. I have never done that before, but I might be able to figure it out."

"That's not the hard way."

"Then what is the hard?"

"You never heard of the hard way."

"I wouldn't of asked if I did. But it sounds hard though."

"Good point. And it is. I will teach you it. The lesson begins inside my eyeball." Then Star and Glossaryck were teleported to a new place. "Imagine the universe is this big old caldron and magic is the bubbly stew inside. And your wand is the spoon."

"My wand isn't a spoon it's a wand."

"It's a metaphor, Star."

Star started to chuckle a little. "I know that I was just messing with you."

"Oh, you got me. For a second there I thought you didn't know I was using a metaphor."

"I did! I just wanted to mess with you a bit."

"Now your wand can only skim the surface the hobo gravy watery and brown. But if you want to get to the chunks you've got to dip down." Glossaryck put his hands down into the stew and lifted up some stuff. "Get it.

"No."

"Are you messing with me again, Star?"

"No. I get my wand can use magic. But what is dipping down and what are chunks?"

"Okay. I guess you didn't get the whole metaphor. Look you can use magic without your wand you just have to dip down. You know dip down."

"I can use magic without my wand like Gwen?"

"Your mom can do it as well."

"Well if she can do it I can do it as well." Star tried to use magic without her wand by moving her arms like she saw Gwen do. But nothing happened. Glossaryck was heading back thru the keyhole.

"Star! Try dipping downer for the chunks."

In the closet.

Glossaryck made his way to the spell book. He opened the book. Then heard a loud nose. "Ah. Ben my boy how's it going over there." said Glossaryck

"You know just trying to find her secret in a closet full of secrets." said Ben

"Yes. Well, you know I do this because I love you."

"That's weird."

Glossaryck chuckled. "Yeah, I'm sure it is. Now if you don't mind. I have work to do." The spell book then closed on him. Glossaryck started to check out the wand. Ben looked around the closet.

With Star she continued to wave her hands in the air. "Dip down, dip down. Dip down, dip down." Star said reputedly but nothing happened. After a while of not getting anywhere. Star started to walk to her mirror. "Call mom."

" **Calling mom.** " said the Mirror

Soon Moon appeared in the mirror. "Star." said Moon greeting Star.

"Hi, mommy." said Star

"What did you do?"

"Again with the assumptions. Either why Ben is looked in my closet and Glossaryck wants me to dip down in order to get him out."

"Dip down?! I didn't learn that until I was 19."

"Wow! Wow! So I'm learning some advanced magic."

"Yes, you are Star."

"Anyway, Glossaryck didn't really give me any instructions so..."

"That sounds familiar. Well it's not easy if you want to dip down you have to summon every thing you have."

"Everything!"

"Star, you do know what I mean by everything?"

"Of course mom. It's not like I was going to take everything in my room and toss it at the door."

"Actually that was what I was thinking you were going to do. Wow, I'm impressed Star."

"Thanks mom." Star then turned off her mirror and Moon disappeared. Star tried harder to use magic without her wand but it still wouldn't work. After a while she stopped and sate on the floor "Well Ben it looks like I'm just a skimmer. Skimming the surface of the hobo gravy. The watery hobo gravy. How are things for you?"

"Not so good." said Ben

"Don't worry Ben I will figure this out. It might just take awhile."

Then the spell book started to glow. The spell book opened up. Then Ben grabbed Glossaryck. "No more riddles. Tell me what I'm looking for." The Gem on Glossaryck's forhead flashed and started to glow. Ben stumbled back after the blinding flash. A small book fell down on to his lap. "Is this it?"

"Bingo." said Glossaryck

"Star, I think I found it it's a little book."

"That's good. You can read to past the time." said Star

"It's in Mewnian writing. Oh, wait here is English. Chapter one mom's a pop head."

"Mom's a pop head." Star whispered. She then gasped as she relived what Ben was reading. "No, no. No, no. No, no. Ben that is not the thing. That is not the thing."

"Let's skip forward."

"Ben put that down."

"When I was tenth birthday I put noxee frogs in all the servants beds."

Then the gem on Glossaryck's head went out. "It looks like I'm out of juice." said Glossaryck. He got free from Ben and went to the book. "Dip down."

"Ben it's not the thing. It's not the thing." said Star

"Chapter 11 my thoughts on Ben." said Ben

"Dip down." Then Star's eyes and check marks started to glow as she started to float up into the air. A energy looking key unlocked the door and it open and Ben came out. Star floated back down to the floor and her eyes and check marks stopped glowing. "I did it! I dipped! I dipped! I didn't skimmed, Ben. I dipped!" Star said in excitement as she walked to up to Ben. Then Star took the book away from Ben. "Don't read my journal." Then the spell book started to come out of the closet. The spell book then opened up.

"Well this thing's broken. But give it a whirl." said Glossaryck. Glossaryck tossed the wand up and Star grabbed it. Star tried to use the wand to remove the crystal around the omnitrix. It worked and got rid of the crystal but the whole room was covered in a green goo.


	39. Vengeance of Vilgax, Pt 1

On a nice day Kevin and Gwen were fighting a snake creature. Kevin ran up and tried punched it. The snake creature hit Kevin to the side. Gwen shot energy orbs at him. He was hit by a few of the dodged the rest. The snake chreature stretched out one of his arms and wrapped it around Gwen. He lifted Gwen up into to the air.

"Let me go." said Gwen. Then the snake alien was bout to attack with his other arm. Gwen quickly put up a shield to block it. She got out of it's grip. "I thought snakes were supposed to rattle before they strike."

"I'm not a r-r-rattlesnake." said the snake creature

"Whatever. I was just making conversation." Then Gwen started to fire energy orbs at him again. The snake creature dodged the blasts and started to charged at Gwen. But before he got near Gwen, Kevin tackled him to the ground.

"I was looking for some metal to absorb." said Kevin with his arm coated in metal. He tried to punch him but he dodged every time. "Hold still!" Then the snake creature shot some venom on his face and hit Kevin to the side. He was going to charged at Kevin but Gwen put up a shield to block Kevin from the snake creature.

"Back off!"

"Snake venom burns!"

Gwen blasted off the top of a fire hydrant. Water stared to come out. Gwen made it so the water sprayed onto Kevin's face. The Snake alien charged at Gwen but she put up a shield to block him. "I s-swallow my prey whole." said the snake creature

"I didn't need to know that." said Gwen. The snake creature hit the shield and destroyed it. Gwen started to grab the snake creature with energy. "Kevin? You okay?"

"I will be, Gwen, as soon as I armor up." said Kevin as he absorbed the stone floor.

"This would be a lot easier if Ben and Star were here, like they promised, an hour ago." Kevin grabbed the arm Gwen couldn't get a hold of.

"Guess that fancy watch of Ben's doesn't keep good time."

"I just wonder where they are?"

Ben and Star were laying on his bed watching some TV. Then soon an alien appeared in the room. Ben got ready to use the omnitrix and Star was about to her wand.

"Pardon the intrusion. I mean either of you no harm. I am Lukic, senior ambassador of the Dracosian empire." said Lukic

"Why at you here?" asked Ben

"Yeah?!" said Star

"I have been granted the great honor of presenting Ben with this." said Lukic as a box appeared in his hands. "As a small token of gratitude for your part in saving all life in the universe from extinction at the hand of the Highbreed, my people present you with the galactic medal of honor." He opened the box reviling the medal. "The highest award a non-Dracosian can be give." He put it around Ben neck.

"Thanks. I could probably turn into one of you guys." said Ben as he looked thru the omnitrix.

"The people of Dracosia marvel at your power and offer you our gratitude." Then he disappeared.

"Yeah. That's what they all say." Ben tossed the award into his closet.

"What's that like your 40th medal this week." said Star

"To be honest I lost count." They returned to the bed and continued to watched T.V. Then Ben's phone started to ring. Ben picked it up.

"Hello."

"Ben? It's your cousin Gwen." said Gwen

"Uh-huh."

"Is this a bad time?"

"Not really. Star and I are just watching some TV."

"Well it's just you two are late for our mission! And the bad guy is kicking our butts. So if it's not much trouble. Both of you get over here!"

"Sorry, Gwen. Guess we loss track of time."

"NOW!"

Ben got his jacket on as Star opened the window. Ben activated the omnitrix and hit it. "Jetray!" said Ben. Ben grabbed Star and started to fly to Kevin and Gwen. They got there and saw both Kevin and Gwen getting beat up. Ben set Star down and then turned into a different alien. "Cannonbolt!"

"About time you two got here." said Kevin

"Sorry, we lost track of time." said Star

"Now that you two are here. Can we focus on the bad guy on the loose." said Gwen

"It's not a problem, Gwen. Creeps like this, um, what's your name?" asked Ben

"I am S-Serpent, the snake that walks like a man." said Serpent

Then Ben rolled over him and then started to roll over him and over and over again. Then Star, Kevin and Gwen walked up to him as he turned back to normal. "That didn't take long."

"We've been fighting that guy for over an hour!" said Gwen

"Sorry." said Ben and Star

""Sorry"? Where were you two?!"

"We were watching some TV." said Ben

"Then Ben got another medal." said Star

"You two have been doing this all week. Being late or not even showing up for missions." said Gwen

"Sorry, it's just with Ben getting all these awards from it. It has been a while just the two of use before someone shows up or something happens."

"Yeah, Star is right. We just been busy. But I will say the awards have been starting to slow down. We will also try to remember missions from now on." said Ben

With Max and the Plumber's helpers. They were diving down the road in the Rust Bucket.

"Shotgun! I called it!" said Manny

"You're already riding shotgun. Why do you keep calling it over and over?" asked Helen

"Because it's fun to yell "shotgun." Shotgun!"

"Okay, Manny, that's enough. This is a Plumber's training mission, not a -" said Max. Then a buzzer started to go off.

"What is that?" asked Helen

"Planetary defense alert. We just put the satellites in a month ago. An alien war fleet is heading for Earth. I take back what I said earlier, kids. This isn't a training mission. This is the real deal." Max turned the wheel and turned the RV around.

In the park the police were surrounding a alien as he set up a device.

"Okay, buddy, last time. Either come along quietly, or we're gonna take you down hard." said an officer over a microphone.

"Doubtful." said the alien. Then a cop fired a shot and the alien pressed a button and a shield popped up and blocked it blast. He pulled out an orb and tossed it towards the cops. The orb started to beep and the alien pressed some buttons and it exploded and started to send out a shock wave. The cops started to run. The shock wave moved the cars out of the way. No one was hurt from that but some did groan. "If you distract me again, I shall not be so merciful." He pressed a few buttons and a dome surround the park. "It is done. No power on this pitiful planet can breach my force field. All within may bear witness to the historic events about to unfold. The master comes."

Then Vilgax appeared. "People of Earth, I am Vilgax. Shortly, you will know me as your master." said Vilgax

"Pursuant to the galactic code of conduct, lord Vilgax challenges this planet's greatest protector to a trial by combat. To the victor, the Earth."

Then the Rust Bucket pulled up. The people inside left the Rust Bucket.

"Never gonna happen, fish face." said Manny

"Listen to the kid, Vilgax. He knows what he's talking about." said Max

"Max Tennyson... and a particularly Motley Crew of new Plumbers, I see." said Vilgax. Cooper started to run as he activated his power and made his battle suit.

"Cooper! No!" Cooper then started to fire some missiles at Vilgax. Vilgax pulled out his sword and slashed the missiles. He didn't got a scratched. He then fired a beam from his wrist. Helen ran and got Cooper out of the suit as the beam hit and destroyed it. Helen brought Cooper back to the group.

"How many times do I have to tell you - watch out for the laser beams." said Helen

"You're very fast. But are you faster than this?" said Vilgax. He fired beams from he's eyes. Helen started to run but the beams started follow her. She kept dodging and swerving around but the beams eventually hit her.

"Helen!" said Max

Vilgax was about to attack Helen with his sword. But Manny was about attack when Vilgax, but he grabbed Manny. "But me down!" said Manny

"Precisely my intention." said Vilgax. Manny screamed as he was tossed into a tree. Alien flew in on a rock and fired a few fireballs. Then fired a stream of fire at Vilgax. Vilgax inhaled a deep breath and let out a howling wind. The fire disappeared and lunched Alien away. Pierce started to shot spikes at Vilgax but they just bounced off him. Vilgax stopped on the ground and send a shock wave at Pierce sending him in to the air. When he hit the ground he tried to get back up but couldn't. Vilgax looked around but couldn't find Max anywhere. "Now... where are you hiding Max Tennyson?"

"Closer then you think!" said Max as he reappeared. Then he blasted Vilgax at close range. Once the smoke cleared Vilgax didn't have a scratch on him.

"Oh. There you are." Vilgax hit Max to the side. The alien that was setting up the device appeared and was about put something on Max. "Don't waste time draining their feeble powers. Leave them here to deliver my message. In one Earth rotation, I will return to this place to battle the Earth hero called Ben 10... for the fate of the Earth."

"And if he does not come?" asked the alien

"Then I will exercise my legal rights... and destroy this pitiful planet."

At Mr. Smootie with Ben, Star, Kevin and Gwen.

"You two were late for the mission! Kevin and I could have been killed." said Gwen

"We're sorry. We just wanted to spend some time together that's all." said Star

"It's just been hard with someone always appearing like every half hour. So when we got a break form them we took it." said Ben

"I understand and I get it but you two have to be there when we need yo to be." said Gwen

Then the omnitrix started to beep. "Wait. It's the Plumbers' com link. It's got to be..." said Ben answered it. "Grandpa Max."

"Bad news, Ben. Vilgax is back." said Max

"You're kidding me!"

"Who is Vilgax?" asked Star

"Vilgax is an old enemy of mine. He has been trying to take the omnitrix from me ever since I found it. Last time, I threw him into space."

"I'm sure he remembers. Vilgax has issued a conqueror's challenge to you." said Max

"Ben can't accept that." said Kevin

"What is it?" asked Ben

"The Galvin set it up to limit the destruction caused by interplanetary wars. Rather than risk mass destruction, both planets choose a single warrior to represent them. The winner becomes the ruler of both worlds." said Max

"And Vilgax is challenging Ben?" asked Star

"So when and where do I fight him?" asked Ben

Later at Kevin's garage they gang was in Kevin's car. They saw the part were Max blasted Vilgax.

"That's going to leave a mark." said Star

"You'd think." said Kevin as they saw it didn't affect Vilgax.

"He seems more powerful then ever." said Ben

"And we barely used to beat him in the old days." said Gwen

"Yeah, but we are much better since then."

"Don't forget how easy he took down Max and his new Plumbers." said Kevin

"I'm not saying it's going to be easy."

"I still think you're gonna need an edge." Kevin hit a button and opened the garage door reviling a device.

"What's that for?"

"You know your omnitrix?"

"Yeah."

"We're gonna hack it."

A while later.

"I don't think this is a good idea." said Gwen

"Relax. I've been, uh, acquiring stuff we need to fix the omnitrix for months." said Kevin

"Years, if you count back to when you were trying to steal it from me." said Ben

"Let it go, Ben." said Kevin

"How many did try to steal the omnitrix?" asked Star in surprised

"It's too risky." said Gwen

"It's riskier not to. I figured out a lot about how the omnitrix works, but if we can bypass the safeguards and unlock the master control, I'll be able to do anything with it." said Ben

"You ever think there's a reason they call them "Safeguards"?"

"Well I have done and parable do things that others won't think are safe." said Star

"Well I'm in. Let me see if I can access the user interface." said Kevin. He type on the computer. Then omnitrix was hooked onto the device. Then a beam then hit the omnitrix. It turned back to the way it was when Ben was 10. Ben and Star looked at Kevin. "Ooh. Sorry."

"Are you sure you know what you're doing?" asked Gwen

"As much as ever." Then Kevin hit some buttons and the omnitrix turned back to what is was before. "See? Nothing to worry abou-"

Then the omnitrix started to beep. Then Azmuth appeared on the omnitrix. "Azmuth?!" said Ben

"Yes. Azmuth, creator of the omnitrix." said Azmuth

"And I don't think I've ever thanked you for it."

"This is no time for jests, Ben Tennyson. My disappointment with you is great."

"Yeah, he isn't the only one." said Gwen

"Once I believed you possessed the maturity to wild the most powerful weapon in the universe."

"And then you paid the slightest bit of attention."

It is only very recently you have started to stray on the hero's path."

"It's not my fault I have been..." said Ben

"I know your time has somewhat preoccupied. But that is no excuse to tamper with the omnitrix. You are no ready for the full power of the omnitrix, Ben Tennyson."

"Whoa." said Kevin

"Seriously. You really dodged a bullet that time, Ben." said Gwen

"Azmuth could be right." said Ben

"Well what ever you decide Ben I'm okay with. I will help out of there." said Star as she walked over to the controls and pressed a button. But it didn't released Ben. It activated the device. "Oops! Don't worry I got this." Star said in a nervous tone as she pressed random buttons.

"Star that doesn't look good." said Gwen

The screen on Kevin saw it said overload before it went out. "Never mind that. It's overloading. Dump the watch!" said Kevin

"It'll take too long! Run for it, all of you!" said Ben

Kevin ran over to Ben and pushed Star over to Gwen. "Maybe I can..." Then the place exploded.


	40. Vengeance of Vilgax, Pt 2

Out of the ruble Gwen expanded her doom that was protecting her and Star to remove the debris.

"Ben?" said Star in a worried tone

"Kevin?" said Gwen also in a worried tone

Chromastone came out of the rubble. Star walked over to him. Then Spidermonkey got out of the rubble. "Okay, what is going on here?" Then both Chromastone and Spidermonkey started to run away.

"Ben, come back. Uh, both of you!" said Gwen

"What are you talking about? I'm right here." said Ben as he got out of the rubble. The Goops antigravity device floated out of the rubble and he started to get away. "And over there. Okay, what's going on here?"

"I asked that as well." said Star

They heard Kevin groaning. They ran over to where the heard Kevin and started to dig him out. "Kevin you ofay under there?" The freed Kevin from the rubble. Gwen gasped once she saw him.

"What? Half the garage fell on me. Course I look a little..." said Kevin as Gwen pulled out her compact mirror and showed him what he looks like now. "banged-up. No!" Kevin slapped the mirror out of Gwen's hand. "I'm a monster again!"

"Calm down, Kevin. Just try and change back to normal." said Gwen

"Right. Just concentrate." Kevin tried to change back but nothing changed. "It's not working. It must be feedback from the watch, like the last time."

"But Ben knows a lot more about the omnitrix now. Maybe he can do something. Right Ben?" As Kevin and Gwen were talking Ben was messing with the omnitrix. "Ben?"

Ben stopped messing with the omnitrix. "Everyone look at this. It must have been the explosion. I'm missing Chromastone, Goop, Spidermonkey, and Way Big." said Ben

"How did he mange to sneak away?" asked Star

The omnitrix started to show Azmuth again. "Ben Tennyson! I warned you of the consequences of tampering with the omnitrix." said Azmuth. Star was about to speak. "You have defy my instructions. The escaped geno archetypes -"

"That what?" asked Ben

"Your transformations - they will perish if they aren't restored to the omnimatrix with in 24 hours. And if they do that, their powers will be lost to you forever!"

"How do I put them back?"

"When you're close, set the omnitrix to "capture" mode. It will do the rest."

"The yellow setting." said Gwen

"You have disappointed me, Ben Tennyson. I shall not help you again." Then Azmuth disappeared.

"Gwen can you track my transformations by their mana?" asked Ben

Gwen's eyes started to glow. "No. They're all the same as you." said Gwen

"Not a problem. They all have an omnitrix thingy. We can track them with our badges." said Kevin

Later in Kevin's car they were driving down the road searching for Ben's forms.

"Hey, Kevin, why don't you change back to normal? You have been ugly for like 40 miles." said Ben

"I can't." said Kevin

"What?"

"I can't!"

"Ben. Weren't you listening back at the garage?" asked Gwen

"The omnitrix was on the fritz. I did not know. I was just kidding around." said Ben

"Let me bring you up to speed. Thanks to your girlfriend, I can't turn back. I'm a monster." said Kevin

"I'm sorry. It was all my fault Kevin is like this and what happened to the omnitrix." said Star upset and felling guilty for what she did.

"Stop saying that. You're not a monster." said Gwen. She grabbed Kevin's hand. "Use your powers. Absorb my skin."

"I'm trying. It doesn't work. I'm trapped like this forever." said Kevin

Then an alarm started to go off. "We found Chromastone." said Ben

They stopped at the pier and got out. They soon found Chromastone attack one of the rides.

"Not quite bright is he." said Star

"Without Ben's guiding intelligence. Chromastone's nothing but instinct." said Gwen

"What now?" asked Kevin

"Uh. Here, Chromastione!" said Ben

"Oh, yeah. There's your guiding intelligence in action." Kevin then started to charged Chromastone. "Hey, Rocky! Over here!" Chromastone fired a blast at Kevin. He dodged by jumping up into the air. Chromastone fired a few blasts and Kevin dodged two but got hit by the third blast. Kevin got up. "Have it your way. I was looking for a good fight. And this is all the excuse I..." Then right hand turned into a Morningstar. "ohh, you are in so much trouble!" Kevin ran up and hit Chromastone with the Morningstar. They started to trade blows. Then Chromastone blasted Kevin back. Chromastone fired a blast again. Gwen ran up to Kevin and block it with an energy shield. The shield was soon destroyed.

"This is a job for... Humongousar!" said Ben as he activated the omnitrix then hit it. But Ben turned into Upchuck. "Uh... or Upchuck. Upchuck is good." Chromastone then fired a blast at Ben. Ben ate the blast and spite it back at Chromastone. Chromastone absorbed the blast and fired it back at Ben. They where sending the blast back to and from each other.

"I can break the tie." said Star as got her wand out and ready to attack and got behind Chromastone. "Narwhal Blast." A strange looking Narwhal knocked Chromastone out. Star noticed that the Narwhal she fired didn't look right.

"That helps." Ben turned the omnitrix to the capture mode and Chromastone was returned to the omnitrix.

They returned to the car and started to drive away. Some time later.

"We've been at this for hours. We should stop and rest." said Kevin

"No time. If your sleepy, I can drive." said Ben

"Seriously, though."

"Ben, you're going to need your full powers to take on Vilgax." said Gwen as she took out a laptop and connected her badge to it.

"What are you doing with that laptop?" asked Star

"I hooked it up to my badge, and now I've got extranet access. Vilgax has beaten the greatest heroes of 10 worlds."

"Well Ben beat him when he was just a kid."

"But those heroes he beat - now he has all their powers, too."

"That doesn't sound good." said Ben

"And not to mention that your omnitrix is busted." said Kevin

"It was your device that broke it."

"But it was your girlfriend who overloaded it and turn me into this!" Then soon the car hit something and got stuck in a web.

"What did we hit?" asked Gwen

"I don't know. We're stuck." Then the passenger door open and Gwen was hit by a web and was pulled out of the car. The web tangled around her. "Gwen!" They noticed Spidermonkey was here. Ben, Star and Kevin jumped on the web and got stuck. Gwen started to scream. Spidermonkey started to head towards Gwen. "He's gonna lay eggs in Gwen's head. And when they hatch, they'll eat her brain."

"That's ridiculous!" said Star

"What! Ben has laid eggs before."

Ben got one of his hands free. He activated the omnitrix and hit it. "Brainstorm!" Ben started to charged at Spidermonkey. Spidermonkey dodged Ben. Ben started to free Gwen. Spidermonkey then kicked Ben making him cut the rest of the web holding Gwen. Gwen started to fall. Kevin grabbed Gwen and morphed his hand in to scissors and cut the web off.

"I didn't know you could do that." said Gwen

"Just made it up." said Kevin

"Greetings, my Simian friend. It's time for you to do the right thing." said Ben. Then Spidemonkey shot some web in Ben's face. "Amusing." Ben ripped of the web off his face. "Now I'm afraid I must insist you position your posterior firmly back inside of the omnitrix." Spidermonkey shot web in Ben's face again. "You... realize, of course, that I'm interpreting your inappropriately aggressive response as an act of war!" Spidermonkey started to web Ben to the web. "See here, now! I demand that you release me tout suit!"

Star, Kevin and Gwen were standing on one of Gwen energy step.

"I'd do what he says. Or do you need someone to translate?" asked Kevin

"Ben just absorb him already." said Star

"Oh." said Ben. He turn the omnitrix to capture mode and then Spidermonkey was retuned to the omnitrix. They got Ben out of the web and returned to the car and started to drive in search of the next form.

"Is it working?" asked Kevin

"Pretty much. Once we've got all my transformations back, I'm sure everything will be fine." said Ben

"Aren't you forgetting something?" asked Gwen

"If it's about Vilgax. Then no I haven't forgotten."

Then an alarm went off. "Got one. We're right on top of it." said Kevin

"Try not to hit it with your car this time." said Star

They soon got out and removed a sewer cape.

"Are you sure Goop's down there?" asked Gwen

"It's a sewer. Of course there's Goop down there." said Ben

"So not in the mood." They went down into the sewer.

"Ew! Smells like a sewer in here."

"I'm not kidding Ben. No more sewer jokes."

"Smells like a plan to me." Gwen then punched Ben in the elbow. "I wonder if there are any alligators down here."

"Alligators?" asked Kevin with a hint of fear in his voice

"I heard that people get baby alligator as pets, then they get flush down the toilet. Then they get gigantic in the sewers!" said Star

"Maybe I should go up and guard the exit." said Kevin

Both Star and Ben started to laugh. "Big, tough Kevin is scared of alligators." said Ben

"There aren't any alligator in the sewers. That's just an urban myth." said Gwen

"Yeah, and we're supposed to be an urban myth, too. Anyway, you're scared of spiders." said Kevin

"Are there spiders down here?" asked Gwen

"Maybe." said Star

Ben then noticed something. "Hold up." said Ben. He picked something up. "Looks what I found - Goop's antigravity projector."

"So where's the rest of him?" asked Kevin

"That's a good question." said Star

Goop then covered Ben. Star, Kevin and Gwen started to charge. Goop started to fire some goop it hit all three of them. Goop shot the roof and send debris fall on them. Ben started to move his arm. He activated the omnitrix and hit it. "Swampfire!" said Ben as Goop was blasted of him. Goop reformed. Goop then started to runaway. Ben then jumped on Goop. Goop punched Ben and started to runaway again. Ben made a fire ball and was about to through it.

"Ben, don't shot fire balls! This tunnel is full of methane!" said Gwen

"Full of what?!" Then there was an huge explosion. Ben regenerated back on the street. Gwen levated up to the street in her doom with Star and Kevin. That protected them from the blast. "Lots of fertilizer down there."

"I asked you not to do any more of those jokes."

"Sorry."

"Are you sorry you blew us up?" asked Kevin

"Star - yes. Gwen - maybe. You - not so much." The Goop's antigravity projector rammed into Ben's head and destroyed it. It splatted onto Star's, Kevin's and Gwen's face. Then it continued to hit Ben till he was in bites and pieces. Ben reformed his head. It the cut a little of Ben's head. "Hey cut that out!" Goop then started to runaway. Ben started to reformed and extend his arm. Ben grabbed the antigravity projector and pulled it and Goop back to him. He set the omnitrix to capture mode and Goop was returned to the omnitrix. They returned to the car and continued the search.

"We only got an hour before you have to fight Vilgax." said Star

"And we're maybe 40 minutes away from Way Big's position. I'm not a math major, but..." said Kevin

"Yeah. Here is what we are going to..." said Ben

Then Gwen's Plumbers badges started to go off. "Go ahead, grandpa." said Gwen

"It's almost showtime, Ben, and I've been thinking. Vilgax is Plumber business. Good as you are, you're still just a kid. I'll take him on." said Max

"This is my fight, grandpa. Vilgax challenged me, and I'm the one with the omnitrix." said Ben

"At least most of it." said Kevin

"You've got less than an hour, Ben." said Max

"I'll be there. And I'll win. Love you, grandpa." said Ben

"How can you beat Vilgax without Way Big? He's your most powerful transformation." said Gwen

"That's how you beat him last time, right?" asked Star

"And that's how I'll beat him this time, too. I'll just stall him." said Ben

"Until?" asked Kevin

Later at the park TV crews had stuff set up to show the fight. That will determine the fate of the Earth. The alien from yesterday appeared in the park.

"People of Earth, today's contest is being broadcast simultaneously on all information channels. Be forewarned - the conqueror's challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth as is his legal right." said the Alien

Ben then showed up. By flying in. "And if Vilgax chickens out, I win, right? Will you have to work for me after?" asked Ben

"After the battle, I will personally remove the omnitrix and present it to Vilgax. Speaking of whom..." he then disappeared.

A fire ball started to head for the ground. When it hit Vilgax was here. "Ben 10, I've come to kill you and conquer your world. Is now a bad time? Are you ready to die, Ben?" asked Vilgax

"Can't we skip the threats and get to the fight part? I got a date tonight and I don't want to be late." said Ben. Vilgax pulled out his sword and swung it at Ben. Ben dodged it. "I'll take that as a "yes."" Ben flew near the ground and fired some beams at Vilgax. Vilgax put up his shield.

"Your energy beams are no match for the shield of Ziegel." Vilgax charged then jumped up into the are and fired a beam from his wrist and hit Ben. Then he punched Ben sending him flying back into the fountain. Vilgax ran up to Ben and started to punch him continuously. Then he started to kick Ben. There was a green flash. Then Vilgax was frozen solid.

"Big Chill! Nothing like a refreshing dip on a hot summer day. And, Vilgax, you are that dip."

"I will be free!" Vilgax fried some beams from his eyes and broke free from the ice.

"Guess so." Ben flew in. Vilgax swung and Ben froze his hand.

"My hand!"

"You know what they say - "cold hands..."" Vilgax freed his hand from the ice. "You got to let me finished my quips, Vilgax. It's sort of a rule." Ben said still in his intangible form.

"Keep joking, child" Vilgax pressed a button on his gantlet. "It'll make my victory all the sweeter." Vilgax then grabbed Ben.

"Hey, you can't touch me when I'm intangible!"

"No?" Vilgax the shocked Ben. Ben screamed out in pain. Vilgax let go of Ben. Ben fell to the ground. "My mistake."

"Why...Why don't you pick on somebody your own size? Or better yet..." Ben then went thru the ground. "Humongousaur!" Ben said as he brock out of the ground. Vilgax flipped in the air and fired beams from his eyes. It hit Ben but it didn't do much. Ben and Vilgax charged at each other. They clashed and Benn soon found himself on the ground with Vilgax's foot on his face.

"Yield, and your demise will be mercifully brief."

"Don't listen to him, Ben!" said Kevin as he, Star and Gwen got there.

"Yeah! there's something bigger than Humongousaur." said Star as Way Big showed up.

"Who's interfering?"

Ben turned back to normal. As way Big started to move. Vilgax got out of the way of Way Big. Ben set the omnitrix to capture mode and Way Big returned to the omnitrix. "And now... Vilgax is going to get a taste of Way Big!" said Ben as he hit the omnitrix. "Chromastone? Oh, man!" Vilgax then charged Ben. Ben quickly blasted Vilgax sending him flying. Ben soon got the where Vilgax landed. "What you gonna do now, tough guy?!"

"I'm glade you asked!" said Vilgax as his sword started to be coated in crystal. Ben then fired and Vilgax blacked it with the sword. Ben tried to make the beam more powerful but it didn't affect Vilgax. He started to head towards Ben. Soon Max got there. Once Vilgax got to Ben, he stopped firing. Vilgax lift his sword up and smashed Ben to pieces.

"NO! BEN!" said Star getting upset.

"Ben!" whispered Max also getting upset.

"I am victorious!" said Vilgax as the alien reappeared. "Fetch me my prize!"

The alien picked up the omnitrix symbol and took it to Vilgax. "I have it master - the omnitrix. This entire world belongs to you." said the alien

The omnitrix symbol started to glow green. As well it was floating in the air. Soon the pieces of Chromastone started to come together. Vilgax even tried to get it. But was to late. "Diamondhead!" said Ben as he reappeared. "You're in trouble, Vilgax. I've had a lot of practice with this one." Ben then started to shot out crystals really fast. Vilgax put up his shield as the crystals hit it. Soon it brock the shield. Vilgax fired a beam from his wrist. Ben blocked it by making a crystal grow out of the ground. Ben jumped into the sky and continued to fire crystals at Vilgax. Vilgax fire anther beam from the wrist. Ben called up a crystal wall to black it. Vilgax smashed thru the crystal. Ben was on the side of Vilgax and started to fire more crystals at Vilgax. Ben then pulled out of the ground 3 huge pillars of crystal and dropped them on Vilgax. Ben stood on top with Vilgax battered and bruised under the crystal. "Say the word."

"I... yield." said Vilgax

"That's right. You... do."

Vilgax soon got out from under the crystal and Star, Kevin, Gwen and Max came over to where Ben and Vilgax were.

"By the rules of the galactic code, as ratified by the Casey-Kelly accords, you have lost this contest. You must leave this world and never attack it again. Do you acknowledge?" asked Max

"I do. But know this, Ben Tennyson, I will have my vengeance upon you." said Vilgax

"Sure you will." said Ben sarcastically

Then Vilgax and the alien disappeared along with the device that put up the shield. His ships soon left Earth after that.

"We were on TV all over the world. So much for my secret." said Ben

"Well, I used Plumber tech to block the transmission about halfway through. Nobody saw Ben Tennyson. " said Max

"What happened to Chromastone?" asked Star

"Who knows? This thing is broken. But the team's still working right?" asked Ben as he walked up to them and then held out his hand.

"Of course." said Star putting her hand in.

"Right." said Gwen putting her hand in as well.

"Kevin?" asked Ben

Kevin looked at Gwen who was giving him a stare. "I was gonna." said Kevin putting his hand in.


	41. Career Day Deception

It was career day at school. Both Ben and Star were wait outside the guidance counselor's office.

"I don't see why we have to do this. After all we are already Plumbers." Star whispered to Ben

"Yeah, but no one knows about the Plumbers." Ben whispered back to Star

"Good point!"

Then Star entered the guidance counselor's office soon after someone lift.

"Hello, Star Butterfly. Come take a seat." said the counselor

"Okay." said Star as she took a seat.

"Would you like some candy?"

"No thanks. I just want to get this done."

"Okay! Do you have any plans for your future?"

"I have a few plans."

"I see. As the future Queen of Mewni." Star was surprised when she heard the counselor said that. "Are you dating anyone?"

"Why do you ask that?"

"How about that Ben boy got a secret crush on him."

"I don't think my personal life is your business. We are here to talk about my future career."

"True, but after all its not to early to look for the future king of Mewni." Star was looking at the man suspiciously. "Why don't you cheer up Star or should I say your majesty." He said gave him a piece of candy. Star left the room and then Ben went in and took a seat. "Mr. Tennyson, I've been very anxious to speak to you."

"Really?"

"Indeed!"

Later Ben and Star meet up in the hall.

"So what did he say your career was going to be?" asked Star

"He said I was going to be a Plumber." said Ben

"Aren't you already a Plumber?"

"Yeah, but I don't think he meant that type of Plumber."

"Your probable right."

"What about you what did he say to you?"

"That's the strange part he said I was going to be the Queen of Mewni."

"That is strange."

"Right! No one know about Mewni except for a few people and when my parents told Principle White. But I think he thinks my parents might of been crazy."

"I wouldn't bet on it. After Principle White use to be a Plumber."

"Wait he's a Plumber." Star said surprised

"Well retired, but yeah. That's probably why he had me show you around school." Ben noticed Star realized something. "What is it?"

"It's strange that my mom sent me to a random place. Think about it I get sent to a school were the Principle is a Ex-Plumber and I'm living with a person who's grandpa is a Plumber."

"Yeah and?"

"I think my mom didn't chose this place at random."

"And what those that have to do with the concealer?"

"Think about it. How did he found out about me? Is he a Plumber? Did someone tell him? Or did he found out some how? Or worse yet he sent by my mom?"

"So let's find out."

They soon saw that the concealer enter the bathroom. Ben soon followed him inside as Star waited for Ben to return. Once Ben got in the bathroom there was an stream of fire you could see from one of the stalls. Ben entered the stall next to it. He sneaked to see what was going on. "All right sir, phase one is complete. What's next, sir. Sir, are you there." said the Concealer. Then Tom appeared in the toilet.

"You idiot! You forgot the most important part me." said Tom

"Unfortunately I was confirmation about Ben and Star being together."

"Just make sure there's no possibility of them ever being a thing."

"Absolutely sir."

"Don't mess this up I want her back."

Then Ben left the bathroom.

"So did you out anything?" asked Star

"Well I have good news and bad news." said Ben

"What is the good news?"

"Well the goods news is your mom didn't send him."

"Okay, that's good to hear."

"He was sent by Tom."

"Okay now I wish he was sent by my mom." Then Ben told Star what he over heard during the conversation. "That's it! After school you and me are going to see him and I'm are going to have a little chat with him." Star said with some anger in her voice.

Soon after the school was over. Ben and Star found some place hidden. Star opened a portal. Then Ben and Star went thru and appeared in Tom's room.

"Star what are you doing here?" asked Tom

"You know why I'm here. So stop pretending." said Star

"I don't know what you are talking about."

"Star is talking about the concealer you sent." said Ben

"I never send a concealer."

"I know you did because he gave himself away. He said I was going to be Queen of Mewni." said Star

"But aren't you going to be the Queen one day."

"Tom, no one except a few people know that I'm from Mewni and fewer know that I'm a princess. So I knew something was up with him."

"And I over heard you talking to the concealer." said Ben

"Oh that's not good." said Tom

"Listen here Tom. I'm not yours okay. Now get over it. What were you trying to do make me think I was no good at anything else then being Queen. I am my own person. I can date whoever I want too."

"But Star..."

"Don't but me. I do what I want to do. And if you must know. Me and Ben have been dating for a while now."

"What!" Tom was heading towards Ben.

"Tom I would not recommend trying to attack me." said Ben

"Oh, yeah! What can you do to stop me, human?"

"Trust me Tom. You don't want to mess with Ben." said Star

Ben activated the omnitrix and hit it. "Cannonbolt!" said Ben

"Okay, I didn't know he could do that." said Tom in surprised.

"I don't want to hurt you."

"Tom just trust me and stand down." said Star

"Fine." said Tom with a little anger in his voice. Then Ben turned back to normal.

"Tom you can't make someone be your girlfriend if they don't want to. You have to relived that others don't want the same thing as you do and you have to deal with it. How would you like it if someone was trying to do the same thing to you?"

"You're right. I wouldn't like it. I'm sorry Star."

"That's okay. Just don't do it again."

"Also I'm sorry Ben. I kind of told him to give you a bad career."

"To tell the truth me and Star are already Plumbers." said Ben

"What?!" Tom was confused. "So you two fix toilets or you just messing with me?" Both Ben and Star started to chuckle. "What's so funny?"

"Not that kind of Plumber. You see there is a group that are called the Plumbers. They are interstellar police officers." said Star

"I haven't heard anything about these Plumbers."

"Well depending on the planet the Plumbers could be secret and on some its public knowledge." said Ben

"Okay, I see."

Star then opened a portal. Then Ben and Star went thru it.


	42. Inferno

In the dessert Ben, Star, Kevin and Gwen were riding in Kevin's car. Gwen was taking a nap.

"Are we there yet?" asked Ben and Star

"Does it look like it?" asked Kevin

"I'm just saying we should hurry. Grandpa Max wants us to check out those things." said Ben

"Another half-hour - less if I kick in the ram jets."

"You have ram jets?" asked Star

"No ram jets. Trying to sleep." said Gwen still a sleep. Something on Kevin's car started to beep. "Kevin?"

"Speed trap coming up. Highway Patrolman with a radar gun." said Kevin

"We're on duty. Can you do something?" asked Ben

"Can I do something?" Kevin pressed a button and the car went invisible. They drove pass the Highway Patrolman. Once they got to a safe distance they uncloaked. They got to the place were Grandpa Max told them were the creatures were. They got out of the car.

"Cloaking field gives me a headache." said Gwen

"Speeding tickets give me a headache." Then Kevin looked thru a pair of Kevin then gave them to Ben so he could see the creatures.

"Well, that's unnerving." said Ben

"So? What's the big deal if they eat a few rocks?"

"Haven't you look at your self recently?" asked Star

Kevin reached into his car and pulled out a mask. Kevin put on the mask and he was turned back to they way he was before.

"Pretty cool."

"I.D mask? Well you look human now." said Ben

"Maybe now's not the time for that." said Kevin as he took of the I.D. mask.

"But you still want to stay away from those things." said Gwen

"Yeah, they might have you for lunch." said Ben as he ran down the hill they were on.

"And we don't want that." said Star

Ben got down the hill. "Hero time!" said Ben. He activated the omnitrix and hit it but it didn't work. "Humongousaur!" Ben noticed that it didn't work. He hit it again but it didn't work again. "Humongousaur!" Then the creatures started to charged at Ben. Ben started to hit the omnitrix several times but it didn't work. "Humongousaur! Humongousaur! Humongousaur! Ugh!" Ben got knocked down.

Star, Kevin and Gwen noticed what happened to Ben. Kevin turned his right hand into a hammer and his left hand into a club. Then Kevin and Star ran down the hill. Kevin started to hit some of the creatures and Star maneuvered around the creatures. "Ben, where are you?" asked Star

"Ben!" said Kevin. Then one of the creatures turned around and bite Kevin's left hand. "Ow!" Kevin hit the creature with his right hand. Kevin then noticed he was surrounded by more creatures. "You have got to be kidding me!" Kevin started to run and he was being chased by the creatures. Gwen made energy step and walked over them and got to Kevin and put up a doom up protecting them. Star helped Ben up.

"We will be with you in a minute." said Star

"I'm okay!" said Ben as he got himself together. He hit the omnitrix again and this time it worked. "Brainstorm? Bewildering." Star used her wand and summoned a pink cloud.

"Do you mind lifting Ben into the air?"

"Sure thing Star." said the cloud

Ben got on to the cloud and it lifted him up into the air. Ben lift the flaps on his head and started to shot lightning at the train and the tracks. He lifted them up into the air and surrounded the creature. The creatures were about to destroy Gwen's dome. "Can't hold it anymore." said Gwen. Just as the dome brock a portal opened under there feet and they dropped thru it. They appeared right next to Star soon Ben joined them and Star used her wand to send the cloud away. As well she closed the portal she made.

"Those cow things bit me!" said Kevin

"Precisely why I chose to surround them with the metal rails. I observed that they only eat stone." said Ben

"Lucky me." Kevin said as he looked at his left hand.

Some time later they got to a creature that they came from. As well got contact with Max.

"Those are Pyroxovors. I haven't seen one in years." said Max

"How come we never heard of them?" asked Kevin

"Kid, there's lots of species here on Earth you won't find in any book. That's where fairy tales come from. Unicorns, trolls, pixies - they're all real."

"I rode wild unicorns back on Mewni and my mirror services use to run by pixies. Before I changed it." said Star

"Even Bigfoot?" asked Kevin

"Don't be ridiculous. That's a guy in a suit." said Max

"Do you know what drove them to the surface?" asked Gwen

"I don't know. Something scared them or made it too uncomfortable to stay underground."

"They're walking tanks. What could make them uncomfortable?" asked Kevin

"Let's find out." said Ben. Then they cut communications with Max.

They entered Kevin's car and Kevin started to drive down into it.

"How far does this go?" asked Gwen

"I don't know, but this is as far as we go. End of the road." said Kevin. He stopped the car.

"Now what?" asked Star. The floor started to crack.

"You had to ask." said Kevin. They floor gave way and the started to fall. They started to scream.

"I'll turn into Jetray and slow us down!" said Ben. He was going to use the omnitrix but Kevin stopped him.

"You'll dent the roof!" Kevin pressed a button and then a parachute came out of the back. It got caught on a rock and it ripped.

"You have a plane "B"?" asked Star

"Yes, I got one." Kevin then pressed a different button. The back wheels moved and shot out jets. The car started to level out and it landed safety.

"That was cool." said Ben

"Yeah, but that can't be good for the suspension."

They exited the car. "The car won't fit. We'll have to go on foot."

"There must be another way." said Gwen with a little hint of fear.

Kevin chucked. "What, are you claustrophobic?" asked Kevin

"I am so not claustrophobic. I-I just can't stand being in tight, close spaces, okay?!" said Gwen

"Yeah it sounds like you are claustrophobic." said Star

"Well I'm not."

"Okay, what ever you say."

"I'll go first." said Ben. Ben went thru. He was followed by Star then Kevin and finally Gwen. They got to a open area.

"Wow it's dark."

"No problem." said Kevin. He lite a match and started to read writing on a box. ""TNT."" Then Gwen ran up and blow out the match. "What did you do that for?" Kevin lite another match. Then Ben and Star ran over then Ben, Star and Gwen blow it out again. "Cut it out!"

"You cut it out! The room's filled with dynamite! You almost blew us up!" said Ben

"How was I supposed to know?"

"I don't know. Reading?"

Then they noticed there was some light coming from Star and Gwen. "We'll handle the lighting." said Star. Then the place was full of light. Then some rocks started to fall.

"Move!" Kevin hit a few of the rock. "Find some cover."

"I'll make some cover." said Gwen as she made an energy doom covering them. Once a rock fell they noticed that something pushed it off.

"There he goes!" said Star

"No, he doesn't!" said Ben. He activated the omnitrix and hit it. "Big Chill!" Ben started to fly and fazed thru th ground right in front of him. He turned around but Ben grabbed him. He started to fly back into the air and took him the rest. "Cool down, or I'll do it for you."

As soon as you let me go, I'm a-blowin' you up!" said the creature

"Sure, you will."

"It's pos- aah."

Ben turned back to normal. "Don't be afraid. It's still me."

"Not really helpin', sonny! You're still ugly as all get-out!"

"What's your name, old-timer?" asked Kevin

"Moldywarp! said Moldywarp

"That's what your friends call you?" asked Ben

"Friends?! I don't have no friends!"

"Your the last of your of your kind." said Gwen

"No such luck! The Underworld is crawling with folks like me. I just don't like 'em much! And they don't like me!"

"You don't say." said Kevin

"What are you doing with all the explosives?" asked Star

"Oh, I've been stealin' that stuff from the surface-dwellers for years!" said Moldywarp. He pressed a button and the lights came on and the whole place was light up.

"Some of this looks pretty old." said Gwen

"It is! TNT, blastin' caps, nitroglycerine! Primitive, but they sure get the job done!"

"What job is that?" asked Ben

"Protectin'g my herd!"

"Your heard?"

"Yeah! The Pyroxovors! Real beauties, ain't they?"

"They tried to eat my hand." said Kevin

"You shouldn't let 'em do that."

"Uh-huh. He doesn't know anything. we should ditch." Kevin whispered to Ben

"I heard you!"

"Why were you throwing rocks at us, Moldywarp?" asked Gwen

"I couldn't get to my explosives. That's what I mostly use on the other fella!"

"What other fella?" asked Star

"The claim jumper! Don't you know nothin'?"

"Not so far." said Gwen. They got into an elevator and started to head down. "No wonder the Pyroxovors came to the surface. It's like a furnace down here."

"Is it always this hot?" asked Ben

"No! That's what I've been tryin' to fix. It's only hot since all that magma started seepin' up." said Moldywarp

"Magma?" questioned Star

They entered a cavern and saw that there was machines and stuff.

"Whoa." said Ben

"Who dares intrude on the lair of the - oh, not you again!" said Volcanus

"Ah! So you do know him." said Moldywarp

"Valcanus?" Yeah, we know him. We don't like him, though." said Kevin

"The feeling is mutual. Destroy them!" said Volcanus

They soon got surrounded by Volcanus's minions.

"Come on. We hammered these losers last time. Is that all you got?!" said Star

Volcanus pressed a button and two vehicles came out one has a drill on it and the other has a scope.

"You had to ask." said Gwen

"Why are you here?" asked Ben

"Remember all that Taedenite that I took off of you?" asked Volcanus

"Yeah. I remember." said Kevin

"Well, it was worth a fortune. And you'll be glad to know I spent it wisely." Then something appeared in front of the group. "See, this is my planet now. I filed a claim, paid the fees, the whole bit. Completely legal."

"What does that mean - "Planetary renovation permit"?" asked Ben

"Exactly what it says! I get to change the atmosphere, the terrain, the oceans any way I want." said Volcanus

"That's what the bomb's for!" said Gwen

"Yep! I drop it down the shaft, it explodes in the magma at the center of the Earth, and before you know it, I have all the comforts of home."

"Wait. Home? Where you come from, on a cool day, it's 850 degrees." said Kevin

"UH-huh."

Moldywarp chuckled. "You thought I was crazy!" said Moldywarp

"You can't do that!" said Ben

"Yeah!" said Star

"Of course I can! Watch." said Volcanus. He pressed something and a timer started to count down.

"You guys handle the runts and robots. I'll stop Volcanus." said Ben

The vehicle with the drill started to attack. They dodged the drill. Both Star and Gwen started to blast the runts and robots.

"Yee-haw! I was hopin' we'd get to some fightin'!" said Moldywarp

Ben continued to run and was dodging the vehicles as they attack Ben. Kevin stared to hit the runts and robots. Star took a shot at Volcanus. Volcanus dodged the blast. "Somebody do something about her!" said Volcanus

Soon a lot of the runts and robots started to target Star. Moldywarp even thru some time bombs at them. "That's a little harsh." said Star

"I blows 'em up all the time. I think they like it" said Moldywarp

The vehicle with the drill headed towards Star. It was about to attack when Gwen got there and put up shield. Kevin saw what was happen and started to head over, but he was tackled to the ground. Gwen's shield was destroyed and Gwen quickly made a new one. Star blasted more runts and robots to keep them of Gwen. Ben noticed the trouble that Star and Gwen were in. He kept dodging the other vehicle. "It's hero time, tin man!" said Ben. He hit the omnitrix and nothing happened. "Maybe my watch is fast." Ben started to dodge again.

"Ben what are you waiting for?" asked Gwen

"Maybe it's the heat!" said Ben

"Maybe you're doing it wrong!"

Then two explosions happened, destroying the two vehicles. "Now get that varmint!" said Moldywarp

Ben hit it and this time it worked. "Spidermonkey!" said Ben. Ben climbed up and hit some runts as he made his way to Volcanus. Ben kicked Volcanus a send him flying back. "Stop the countdown."

"Make me!" said Volcanus. He started up a small drill on his left hand. He lunged at him. Ben jumped up and got on his back. "Stay put, will you?!" Volanus tried to get Ben off his back. Ben kicked Volcanus to the ground as he jumped off. Volcanus turned around. Then Ben jumped up and punched Volcanus in the face several times. Volcanus charged at Ben. Ben dodged out of the way and Volcanus got his left arm stuck in the control console. Ben then shot webs on Volcanus. "I'm stuck!"

"I know. I stuck you." Ben then punched Volcanus twice. "Now... stop the countdown." Volcanus pressed a button on the console and the countdown started to decrees to 30 seconds. "I said stop it, not speed it up."

"My mistake."

"When that bomb goes off, the magma will come right up into this chamber. It'll kill you, too! Are you crazy?!"

"That would be crazy." Volcanus press a button on the console and a hatch on the roof of the cavern opened. He then pressed something on suit and he was ejected thru the hatch. Then an alarm beeping. The runts and robots started to run away.

"That doesn't look good." said Kevin

They then noticed that Ben was near the hole. "Ben, what are you doing?" asked Star

"I can grab the bomb when it drops." said Ben

"But, Spidermonkey isn't strong enough to catch something that heavy!"

"No, but I know someone who is." Ben taped the omnitrix symbol. "Humongousaur!" Then Ben noticed that he was Jetray. "Ugh! I really have to get that fixed." The bomb started to drop.

"Ben if that bomb reaches the Earth's core..." said Kevin

"We're toast." said Gwen

"I'm on it!" said Ben. Ben started to fly down the hole after the bomb. Once he got close enough he started to fired lasers from his eyes at the bomb. He soon fired a laser from his tail as well. The bomb then exploded and Ben started to head out of the hole.

Out of the hole with Star, Kevin, Gwen. Gwen had a energy shield to protect them from falling debris. Soon Ben flew out of the hole. Ben got to the group and turned back to normal.

"Well?" asked Ben

"We're still here, aren't we?" said Kevin

"So, then... everything's okay?" asked Star

"Abso- wait. Where's Moldywarp?" asked Ben

They returned back to were they first meet Moldywarp. They saw Modywarp set some timers on the crates of explosives.

"Um, what's with the timers?" asked Gwen

"I figure what's to keep Volcanus from comin' back and dropping another bomb down the shaft, huh? After all, he did fill out the paperwork."

Star opened a portal with her dimensional scissors. They got into Kevin's car and he drove thru the portal and the appeared were the heard is at. Star got out of the car and closed the portal right as the timers went off and they started to exploded. Soon the rest got out of the car.

"I love it. Volcanus spent a fortune on filing fees and got nothing and got nothing in return." said Kevin

"And we saved the Earth from being turned into a giant hot plate." said Gwen

"Now all we have to do is get the Pyroxovors back underground." said Ben

"That shouldn't be to hard." said Star

"I'll handle that! First, what say we celebrate with a nice supper?" asked Moldywarp

"Supper?"

"Yes, sirree, bob! This looks like a plump one!"

"You eat them?" asked Gwen

"'Course I eats 'em! They're my herd! No, who wants barbecue?!"

"Ew!" said Ben, Star and Gwen

"Now that you mention it, I haven't had anything all day." said Kevin. Then Gwen elbowed Kevin in the side. "Ow! What?"


	43. Fool's Gold

Out in a corn field some things started to crash into it from the sky. What crashed were small ships. They started to open and small fury aliens came out and the started to run into the corn field. They soon found themselves in a town. People were gathered to greet the aliens.

"Party!" said one of the aliens. Then the rest started to cheer.

A few days later Ben, Star, Kevin and Gwen meet Max at a Plumber's hideout.

"You want us to go where?" asked Ben

"A little town called Walton. Every 17 years, college students from another planet land there to blow off steam for a week." said Max

"Alien spring break."

"Right. But this time, one of the aliens has gone missing. I need you four to go find him."

The four of them left and got into Kevin's car and started to drive to Walton.

Some time passed.

"Podunk town in the middle of nowhere. Why don't aliens ever go missing anyplace fun?" asked Kevin

"This is farm country. What are aliens even doing here? What's so special about this place? asked Gwen

Kevin soon stopped the car as he saw a broken sign. They got out of the car. "Hooligans. Ha, and from the looks of it, amateurs."

Ben and Star started to walk up then Ben hit his foot on a stone on the ground. "Owww. Stubbed my toe." said Ben

Kevin pressed a button. Then the cars lights got bright. Ben and Star noticed something shiny on the ground. They were soon joined by Gwen and finally Kevin. "It looks like..." said Gwen

"Poop." said Kevin

"Shiny poop." Kevin picked one up and sniffed it. Kevin was about to bite it. "Kevin, don't."

"It's okay. It look like gold." said Kevin

"Please don't do it."

Kevin put it in his mouth and bite it. "Mmm, it is gold. And it's real."

"Solid-gold poop." said Ben

"I will say I never seen this before." said Star

They soon got back into the car and headed to town as they got there the sun started to come out. They drove around the town and saw that the people there had good houses and cars and other stuff.

"Look at this place." said Ben

"Sure, these farmers must be rolling in -" said Kevin

"Kevin." said Gwen

"I was going to say "dough"!"

Then several small aliens came out into the street. Kevin stopped the car so he didn't hit any of the aliens. The aliens started to surround the car. The aliens soon rocked the car back and forth.

Ben and Star started to laugh as they enjoyed it.

"Get your hands off my ride." said Kevin with anger in his voice

The aliens soon stopped and scatted. They group soon exited the car and a man in a white tux came up to them. "You didn't see any aliens. It was swamp gas." said the man

"Yeah right!" Star said secretly

"Mass hysteria? Weather balloons?"

"Save it. We're Plumbers." said Kevin as he showed his badge.

"Well, why didn't you say so? Welcome to Walton. You here for the popcorn festival?"

"What's the deal with that, anyway?" asked Star

"We make the best popcorn in the universe. Aliens can't get enough of the stuff. Every 17 years, they come back. But where are my manners? I'm Mayor Coleman." He held out his and but no one took it.

"What can you tell us about the missing alien?" asked Ben

"Missing alien? There's no missing alien. If there was a missing alien, he's probably just running around, eating popcorn and having fun."

"Uh-huh, we're still gonna have to look around. " said Gwen

"Be my guest, but I'm afraid you're not gonna find anything." Coleman then started to walk away.

"Ben, Star, we're gonna ha to -" said Gwen. Then she noticed that Ben and Star were gone. "Ben? Star?" Both Kevin and Gwen looked to see if they could spot them.

Down a alley Ben and Star was walking down it. They soon found some more of toughs aliens. They were eating popcorn. Then they started to leave.

"Lets follow them." said Star. Both Ben and Star started to follow them.

Kevin and Gwen came down the alley and saw Ben and Star following a group of aliens. "I'd better go keep an eye on them." said Kevin

"Would you?" asked Gwen. Kevin started to go after Ben and Star. Then a alien came up to Gwen.

"Were you... Were you sent by Max Tennyson?" asked the alien

"You're the one who called for help?"

"My name is Orb. My mom and dad told me that if I ever got into any trouble on Earth, I should call Max Tennyson."

"Good advice. The missing alien's a friend of yours?"

"My best friend. His name is Decka. One moment, we're stuffing our faces with popcorn. The next moment, he's gone. I'm worried sick."

"Do you have anything of his that I could use to track him? A piece of clothing or something?"

"No, nothing like that. I'm sorry."

"It's okay. We'll have to find your friend the old-fashioned way." Orb was confused. "We're gonna have to look for him."

With Ben, Star and Kevin. The aliens were messing around. One of the aliens cannonballed in to a pool full of popcorn.

"I've seen a lot of strange and messed-up things." said Kevin

"How does this rank?" asked Ben

"It's up there."

"I don't know. It seems pretty laid-back for spring break. Me and Pony Head did some crazy stuff together." said Star

Then one of the aliens thru a chair into a window of the house they were hanging out near. The rest of the aliens started to through stuff at the house.

"Laid-back?" asked Kevin

"Could be worse." said Ben

"House-tipping! Everybody tip the house!" said one of the aliens. Then all of them went to one side and started to lift the house up.

"Yeah, its worse." said Star

Ben then activated the omnitrix. He selected a form and hit it. "Spidermonkey!" Ben jumped and climbed up onto the roof of the house. He then shot web at the aliens trapping them. Two aliens climbed on the roof. They charged at him. Ben Jumped up and the two aliens ran into each other. Ben landed on the ground. An alien tried to grab Ben jumped behind him. He grabbed the alien an wrapped him up. Two more alien carried a chair and was about to hit Ben. Kevin lifted the chair out of there hands.

"Naughty, naughty." said Kevin. He knocked them out by hitting there heads together.

Star blasted the last two aliens. "Is that all of them? asked Star

The aliens that were left lifted a silo up and tossed it at Ben, Star and Kevin. Ben grabbed Star in his arms and shot a web at Kevin. Ben ran carrying Star and dragging Kevin. After they got out of the way Ben flung Kevin sending him into the group of aliens. "Tell me when you're gonna do stuff like that." An alien was about to swing a stick at Ben and Star but before he could both Ben and Star kicked him into the pool full of popcorn. They wrapped up the alien's hands in web. "Busted at spring break. Yeah, I've been there."

Mayor Coleman soon came up followed by Orb and Gwen. "You kids have been busy." said Mayor Coleman

"What do you want to do with them?" asked Ben

"Well, for starters, let them go."

"But - but look what they did!"

"Awww, popcorn festival's only once every 17 years. No one wants to press charges. It's just a little damage." Then Mayor Coleman started to untied the aliens.

"Just a little damage. They destroyed the farm." said Star

Mayor Coleman chuckled. "Boys will be boys." He held out his hand as the aliens clapped it as they passed him. "Now don't forget to eat lots of popcorn!"

"That's it? They level an entire building and all you can tell them is, "eat lots of popcorn"?"

"Yeah what is up with that?" asked Ben

"Now, don't worry your heads, you two. It's complicated." said Mayor Coleman

"What's so complicated? The aliens eat popcorn, then they leave solid gold, right? That is why this town has so much money." said Gwen

"Okay, you got us. Every 17years, we make some popcorn, then shovel up the gold. Our economy's based on alien -"

"Poop." said Kevin as he coughed in to his fist.

"That's wrong on so many levels." said Gwen

"No one wants to be punishing the alien kids, and the festival is almost over. They're gonna be heading back to school in the morning anyway" said Mayor Coleman

"Not all of us. I'm not leaving until we find Decka." said Orb

"Decka? He probably went home already. Looking for him is a waste of time."

"All the same , we're gonna take a look around." said Ben. Then Ben and Star walked away splitting from Kevin and Gwen.

"I'll go with them." said Kevin

Kevin was about to leave. "Kevin, are you avoiding me?" asked Gwen

"No, I just love hanging out with your cousin."

Kevin soon caught up with Ben and Star.

"That's the second time you've ditched her." said Ben

"Are you two fighting?" asked Star

"If we were, would I talk about it with you two?" asked Kevin.

Okay." said Ben as he and Star stopped for a minute.

"I'll go with Gwen." Star whispered to Ben. He nodded agreeing.

Star rejoined Gwen.

"So you are going to help me out?" asked Gwen

"Yeah, I decided to join you. After Kevin decided to go with Ben." said Star

"You know what been up with him lately?"

"No idea."

later that night Ben, Star, Kevin and Gwen meet back up as the saw the aliens started to head back to there ships.

"What's happening?" asked Ben

"The festival is over. It's time to go back to school." said Orb. Ship started to fly away until there were only two ships left. "This has been the worst popcorn festival ever."

"Maybe the Mayor was right. Maybe your friend went home." said Gwen

"Without telling anybody? That's not like Decka."

"Two spaceships left. One is yours. The other one must be Decka's." said Ben

"He's still here!"

"And we have a something to track him with. Which ship is yours?" asked Gwen. Orb pointed to the ship on the right. Gwen walked to the ship on the left and touched it. Gwen's eyes started to glow. "Got him."

They headed to the Mayor's barn. Then once the got there was a hole in the entrance. They entered the barn. Gwen let out a orb so they could see. They looked around and soon found a cage that was destroyed.

"What do you suppose to be in there?" asked Ben

"It's the Mayor's barn." sad Gwen

"So let's find him and ask him." said Star

"That won't be a problem finding him. I see you hiding back there. Come on out before I have to hurt -" said Kevin. He was cut off as Mayor Coleman fired an energy gun at them. Gwen put up an energy shield up to block the blasts. "See? This is why everybody hates politicians."

Ben activated the omnitrix and hit it. "Goop!" Ben started to fly around and Mayor started to blast Ben. As Coleman fired at Ben, Star fired at Coleman knocking the gun out of his hands. Coleman ran for the gun. Ben slide under Coleman and made him slip on the ground. Kevin then step and destroyed the gun.

"Bad idea."

Ben then turned back to normal. Orb started to head towards Coleman. But Ben grabbed Orb. "Where is Decka? What did you do to him?" said Orb

"Don't know how long I can keep him off you. Better start talking." said Ben

"Okay, I snatched him!" said Coleman

"Got greedy, huh? Decided to have your own personal gold maker." said Kevin. Then he laughed. "Make! I'm funny."

"I don't get it" said Gwen

"Me either." said Star

"Like, make a number two?" said Kevin

"Really? That was the whole joke?" asked Gwen

"Yeah, it wasn't even funny." said Star

"We got a problem." said Orb. He picked up a piece of meat of the ground. "Did you feed him meat? Tell me you didn't feed him meat!"

"Why? What's wrong with meat?" asked Ben

"For our species, eating meat is bad!"

"How bad we talking here?" asked Kevin

They soon heard a roar. They left the barn and they saw a huge red creator. The creator started to attack the barn.

"Decka, no!." said Orb

As Decka continued to destroyed the barn. Gwen put up a shield to protect them from the falling debris. Ben activated the omnitrix. He selected a form and then hit the omnitrix. "Big Chill!" Ben flew up into to the air.

Star, Kevin and Gwen were about to help but Orb got in front of them. "Don't hurt him! He's still my best friend!"

"We'll try." said Gwen

"Yeah, we'll do are best." said Star

"They'll try. I'm not promising anything." said Kevin

Ben dodged the swipes from Decka. Then Ben phased through Decka. Decka started to be covered in ice. But Decka soon broke out of the ice. Ben flew up higher and Gwen put up a shield to protect Star, Kevin, Orb and herself from the falling ice. Ben flew in but Decka hit him into the barn. Decka started to destroyed the barn. Gwen kept the shield up as the barn was getting destroyed. Decka started to leave. Star, Kevin, Gwen and Orb started to run to the barn.

"Ben!" said Star with worry.

Ben got out of the rubble. "I got to remember to go intangible." said Ben

"This is all because your friend ate one bad piece of meat?" asked Kevin

"My people can't eat meat or we revert into our primal form - a mindless monster" said Orb

"Can we change him back?" asked Gwen

"Don't have to. He'll only stay in that form as long as he keeps eating."

"So, good news." said Ben

"Sure. Give us the rest of it." said Kevin

"The thing is, this form is only the beginning. He's going to consume all the meat he can find. Then, when he's enriched enough fissionable material, he's going to reproduce." said Orb

"Meaning?" asked Star

"He's going to split into 100 identical copies. Then they'll go off and eat everything they can find!"

"How many times can they do that?" asked Ben

"Ever wonder what happened to Mars? It used to be called the popcorn planet." The four was in shocked. They started to chase after Decka. "Careful!" They stopped to hear what Orb has to say. "One wrong step, and it could be your last!"

"What? Don't step on the gold?" asked Star

"Gold is what happens when we eat popcorn. In that form, his waste is uranium 1412."

"Unstable radioactive poop?" said Kevin

"What is uranium?" asked Star

"Uranium, is a dangers material that can make some one sick and is highly explosive." said Gwen

"You don't know about uranium?" asked Kevin

"No! we don't have that on Mewni or at lest we haven't found any yet." said Star

"So whatever you do don't step on the uranium!" said Orb

"Okay that's good to know." Star used her wand to summoned a pink cloud. Star got on the cloud and flew on it. Gwen made energy steps for her to walk on. Ben continued to fly and Kevin just rand through the field. As Kevin was running he accidently stepped in uranium. It exploded and Kevin was send flying he landed on more uranium. The was exploded in to another and kept landing in seven more. Then Gwen send out some energy and Kevin landed on it face down. Kevin ground. Ben, Star and Gwen stopped where Kevin landed.

"Are you hurt?" asked Gwen

"No! I like being blown up." Kevin said sarcastically

Gwen drop the energy step that Kevin was on. Kevin then fell to the ground. There was a roar.

"I thought he was going to look for meat?" asked Star

"Yeah, he's at the power plaint." said Ben

"Ooh, bad." said Orb. Decka grabbed the power plaint and was started to get electrified. "He's absorbing the power! Once he's got enough energy, he's going to divide!"

"Got an idea." said Ben. He flew and went intangible and went into the power plaint. Ben let out his ice breath and froze the turbines. The turbines stopped and it stopped generating electricity. Deka then started to eat the power plaint.

Star, Kevin, Gwen and Orb got to the power plaint.

"We cut off the power, but it's still hungry! Now what?" asked Gwen

"Get me close enough to talk to him! Maybe I can reason with him!" said Orb. Gwen made steps out of energy. Orbs walked up the steps up to Decka face. "Decka, it's me, Orb! I know you're in there. This isn't you! The meat has poisoned your mind. I know my best friend is inside fighting to take control. Please fight it. ight it, and we can go home!" Decka grabbed Orb and was going to put him in his mouth. Kevin put his hands together and made a spike. Kevin hit Decka. He dropped Orb. Gwen fired a energy beam and grabbed Orb. She put Orb on the ground.

"Do you have any other ideas?" asked Star

"Yes - evacuate the planet."

Then Ben flew down to them. "Your species isn't supposed to eat meat. What else can't eat?" asked Ben

"Uh, some heavy metals, lanthanides, fluorine, silicon, chicken nuggets -"

"Back up. What about silicon?"

"Silicon? It's poisonous."

"Okay. Whatever happens, stay back." Ben tapped the omnitrix symbol. "Echo Echo!" Ben started to run at Decka. He then multiplied into tones of copies. They let out a sonic scream. Decka was pushed back by it. "Come on! Bite me!" Decka grabbed a group of Bens and ate them.

"Oh, no."

"Ben!" said Star worried

"Bit me!" said the Bens over and over again as Decka was grabbing them and eating them.

"The Echo Echoes are made of silicon." said Gwen

Then Decka's stomach started to make a weird sound. Decka belched loudly and fell to his knees. The last of the Bens started to climb Decka and started jumping into his mouth. Then soon Decka started to vomit out all the Bens. Once all the Bens were out they merged and he turned back to normal. "That was different."

"Ew!" said Star, Kevin, Gwen and Orb

Decka started to revert back to normal. Decka was unconscious. Orb ran over to Decka.

Soon later at the field.

"You're going to be fine." said Orb

"Sorry that this happened. We'll make sure the Mayor is punished." said Ben

"Your whole worthless planet should be punished! Come on, Orb!" said Decka. Both Decka and Orb returned to their ships. "I am telling everyone. We are never coming back to this dump again!" There ships fired off into space. Both Ben and Star took Mayor Coleman who was tied up to the car.

"Are you okay?" asked Gwen

"Do we have to talk about it?" asked Kevin

"Not if you don't want to."

"Here." Kevin held a locket. "This is from..."

Gwen took it from Kevin and opened it. Inside was a picture of her and Kevin. "That day at the pier."

"Wanted you to have something to remember me the way I used to be."

"Kevin, you know I didn't care what you look like."

"Maybe not, but I do."

The two soon walked over to the car.


	44. Starstruck

Ben and Star were walking down the street. Soon a female human like in appears came out of a dumpster. She was wearing light blue cloths and a purple bow. She had purple hair in the style of sailor moon has. Both Ben and Star noticed the female coming out of the dumpster.

"I guess some people have a hard time." said Ben

Star gasped as soon as she recognized her. "That's Mina Loveberry!" said Star excited

"Who's Mina Loveberry?" asked Ben

"Mina Lovebarry is the greatest warrior on Mewni. She is my hero. At lest I think that's her? So what's she doing here on Earth?"

"Why don't you go and ask her." Ben started to push Star towards Mina.

"Ben! No!" Star was soon in front of Mina. "Are you Mina Lovebarry?"

"You caught me! Are you a cop?" asked Mina lovebarry

"So what are you doing here on Earth?"

"I'm on vacation. Doctors orders!"

"I think she is a crazy." Ben whispered to Star

"She is not..." Star whispered to Ben. Then they saw Mina put a garbage bag over her head and she ran around a littlie. "Okay, maybe she is a little crazy." Star whispered to Ben. "So what are you doing on your vacation?"

"I want the soul to be my guide and wander off to the depths of this unseen planet." said Mina Lovebarry

"But this planet has already been explored. There is even a park over there."

"Fantastic! The perfect place to view humanity at its most docile. I will leave in two seconds." Then after two seconds she left for the park.

"We should follow her to make sure she doesn't get into any trouble." said Ben

"Why ever time we are on a date. Something always happens that interrupt it." said Star

Ben and Star followed Mina Lovebarry and watched her to make sure she didn't get into any trouble. Mina caused some trouble but nothing to bad. Kevin with his I.D mask on and Gwen soon joined up with them. "Hey, so how is your guys date going?" asked Gwen

"Not that well." said Ben

"Yeah, something came up and we had to cancel." said Star

Gwen and Kevin then saw Mina Lovebarry acting crazy. "You mean the crazy lady?" asked Kevin

"She is not crazy." said Star. They saw Mina Lovebarry destroy the chains of a swing. "Okay maybe she is a little crazy."

"Who is she anyway?" asked Gwen

"She is Mina Lovebarry. Star says she is the greatest warrior on Mewni." said Ben

"And she is my hero. My idol growing up. If you meet your idol and they did something weird. Would you think they were crazy?" asked Star

"If they were doing something crazy then, yes."

"Hello!" said Mina as she pooped up close to them. Causing them to be startled. "Are you talking about me?"

"We are just wondering what you intend to hear on earth?" asked Gwen

"I mostly here taking a break. But if I see any monsters I will fight them."

"There are no monsters here on Earth." said Star

"There's no monsters on Earth?"

"Right, no monsters. But there some aliens on Earth."

"What are aliens?"

"Well aliens are beings that are not native to a planet. For example you and me are from Mewni. So we are aliens."

"Okay! I get it."

"Well that's good."

"Then I'll destroy all aliens!"

"What! You can't do that!"

"Of course I can!"

"If you do that your no better then the Forever Knights."

"And who will stop me?"

Star sighed knowing what she had to do. "Use four will stop you."

"You can't just go to planets and attack others." said Ben

"Fine I will just leave then." said Mina Lovebarry. Then she jumped back into the dumpster.

Soon Ben and Star started walking one way and Kevin and Gwen went a different way.

"I guess Mina Lovebarry is more crazy then I thought she was." said Star a little sad.

"It's okay, Star." said Ben


	45. Starsitting

It was a nice day at Ben's house. Ben and Star wearing getting ready. As soon as they were done getting ready they were about to leave. Then a portal opened up and Buff Frog.

"Oh, hay Buff Frog." said Star

"Yeah, it's been a while since we last saw you." said Ben

Buff Frog then reached into the portal and pulled out a baby carriage. "The Buff Babies!" Star was excited to see them.

"Star Butterfly, I need your help. Please can you babysit them? I don't know anyone else to ask." asked Buff frog. Star had a glum look on her face. "What's wrong you Star?"

"Nothing." said Star in a upset tone

"Why are you so upset for?"

"We'll see, we were about to leave and go out on a date here soon." said Ben

"Oh, I'm so sorry. I didn't know..."

"It's okay! We don't mind babysitting. Right Ben." said Star

Then Buff Frog phone started to ring. He when to the other room and answered it.

"Have you ever babysit before?" asked Ben

"No. Have you?" asked Star

"No."

"Well it can't be that hard."

"I know that Gwen has babysat before. So if we need some help give her a call."

"That's a good idea."

Buff Frog hanged up the phone as her reentered the room. "Here is binder. All of the babies schedules and information is inside." said Buff Frog as he handed Star the binder. "Huh, Katrina. My most delicate little classy pearl." Buff Frog picked up Katrina and kissed here check. "Please be extra careful with her."

"Don't worry we handle this." said Star

"Yeah, we got this." said Ben

"Take to care of them or else. Okay, daddy will come get you after work 6 o'clock sharp. Be good and listen to babysitters." said Buff Frog as he opened a portal and entered it.

Ben and Star took the babies to the living room and put them on the coffee table.

"So what is the first thing are this little ones going to do first?" Star asked Ben

Ben started to read the binder. "It looks like a nap."

"Really?!"

"Well that's what Buff Frog's binder says."

"Well babies do nap a lot."

Ben handed Star the binder. "Okay, tell me what the book says."

"Boris, Alexi and Anastasia sleep on there sides. Dimitri, Anya and Igor prefer there stomachs Mikhail, Leo and Irina sleep on there right sides. Nardia and Sergie on there left. Katrina is delicate and must be held to sleep." As Star said this Ben positioned then babies and lastly gave Katrina to Star. Ben grabbed then binder. "Ahh, I got you." Soon the babies fell asleep. "Okay, what's next?"

"Well after there nap, we have to feed them."

"And after that."

"It looks like they sleep again."

"Then after that?"

"It look like that's it."

"What about play time for them?"

"Well that is what the book says. Not everything is about fun."

"I know not everything is about fun. But babies need fun in order to learn somethings."

"I know that Star but this is the way that Buff Frog is raising his babies."

"Your right!"

"Okay, you watch them and I'll make lunch." Ben started to head into the kitchen.

As Ben entered the kitchen he opened the binder to see what he was going to make for the babies. Ben found the page and saw what he was going to make for them. "Yuck, I think even Upchuck might have a problem eating this. But know that form I bet he wouldn't." said Ben

In the living room. Star was watching the babies as they sleep.

"Ohhhhhh, they are so cute. They are precious little babies. Especial you little Katrina. Ahhhhhh." Said Star as she was about to poke Katrina. "No, I mustn't. But I must. But I shouldn't. Yes! No! Yes! No! Yes! No! Yes! No! Yes! No! Yes! No! Yes! No! Yes! No!" Then Star poked Katrina. "Ahh, I didn't mean to do that." Then Katrina star to croak. The rest soon followed.

Ben heard the croaking from the kitchen. He started to head to the living room.

"Star, is everything okay?" asked Ben

"I didn't mean to do it. It was an accident."

"It's okay. I'll check the binder." Ben opened the binder. "It says to stop them croaking. All you have to do is feed them lunch. Well I just finished make it."

"I'll get it." said Star as she ran in to the kitchen. She saw what Ben hade to make. "Okay, either Ben is a bad cook or Buff Frog feeds them this. Either way I'm not feeding that." Star soon brought the babies bottles. Then the babies started to eat.

"Star did you replace what was in the bottles?" asked Ben as he saw the color was white instead of the color was before.

"Yeah, I did."

"What did you put in there?"

"Milk. Why?"

"Oh, I thought you might have filled it with something like cake or something."

"You make a good point. I might have done that." The babies started to drink the milk. Then one started to spit out milk. "This is not good."

Ben looked in the book. "It says we need to give them a bath."

"No time to make a bath. Squeaky Clean Bath Beam." A bath appeared in the living room.

"Lets get them into to the bath." Both Ben and Star started to grab up a few of the babies. They soon got the babies in to the tube. Star used her wand to make bubbles. They cleaned the babies. After they were washed the two dried them off. Star used her wand to clean up the mess and get ride of the tube. "They are so cute. We have to send Buff Frog a photo." Star pulled out her phone and took a photo. ""We miss you daddy. We are counting on you." And send. You know this is not as bad as I first thought."

"Yeah, this is going alright."

Then one of the babies started to grow legs. "Okay one just grew legs. What does it say about them growing legs."

Ben look thru the binder. "It doesn't say." Soon the rest except for one.

"Scratch that they all grew legs. Well except Katrina." The babies started to run around the house.

"Put Katrina in a safe place and then help me catch the rest."

"Good idea." Star placed Katrina in a safe place. Then Ben and Star started to chase the babies in order to catch them. They chased them over the house. Star chased some up the stairs but the babies slide down the rail. Star chased after them but they just a climbed back up the stairs. This went on for a while. Until Star decided to wait at the bottom and waited to come down but then didn't and when she went up to get them. They just slide back down. "Ahhh!"

"Star we might need some help."

"Got it! I'll give Gwen a call." Star pulled out her phone and called Gwen

At Gwen's house.

"Hello." said Gwen

"Gwen, we need some help." said Star

Gwen heard some of the craziness in the background. "Were are you?"

"At home."

"I'll get Kevin and get there as soon as we can." Gwen hanged up her phone.

At Ben's house.

"Wait! What! Don't bring Kevin..." said Star. Then she noticed Gwen had already hanged up. "Ben we might have a problem."

"What could be the problem?" asked Ben

"Well I think Gwen misunderstand me and thought we are under attack and is bringing Kevin."

"Yeah, that doesn't sound good."

Some time later outside Ben's house Kevin and Gwen got out of Kevin's car and started to head to the house. Then soon heard some rackets from the house. They opened the door and saw Ben and Star chasing the babies.

"Seriously, this is the help you need. I could have handled them myself." said Kevin as he made one of his hands into a Morningstar. Kevin was about to hit one of the babies. Star saw what Kevin was going to do. She pulled out her wand and blasted Kevin out of the house. Gwen still outside near the door moved out of the way as Kevin was blasted into his car. Kevin got up and walked to the door. "What was that for?"

"You were about to attack the babies."

"Babies!? Your being attacked by babies." asked Gwen

"We aren't being attacked by babies. Star and I are babysitting." said Ben

"How many are you babysitting?"

"Ten." said Star

"Why would you watch ten babies?" asked Kevin

"Well it seamed like it would be easy. Then they just sprouted legs." said Ben

"We need some help." said Star. Kevin and Gwen joined Ben and Star to catch the babies. They worked together and soon got all the babies. "Okay, that's all of them."

"Wait you said there were ten babies. I only count nine." said Gwen

"Oh, Katrina over there. She was the only one that didn't grow legs."

Kevin looked over were Star pointed and didn't see Katrina there. "Are you sure, because I don't see anyone there." said Kevin

Star looked as well and also saw Katrina was gone. "Ahhh. Katrina is gone."

"It's not like she could sprout legs and walked awa... oh right." said Gwen

"Gwen you watch the babies. While Star, Kevin and I look for Katrina." said Ben

"Why does Gwen have to watch nine of the babies while we only have to find we only have to find one?" asked Kevin

"Because I have experiences babysitting. So I know what to do and it would be easier with three heads instead of two." said Gwen

Ben, Star and Kevin looked around the house. Star soon found Katrina. "I found her." said Star as she picked up Katrina

Kevin noticed Katrina didn't have legs. "How did she get over here. She doesn't have any legs." said Kevin

"Well they can hop around." said Ben

Ben, Star and Kevin returned to the living room with Katrina. Star looked at the clock and it said it was 5:55. "Good we got everyone and there is only 5 minuets till Buff Frog gets back." said Star

Some time later a portal opened and Buff Frog came thru it.

"Babies!" said Buff Frog excited to see his babies. The babies stud up and walked to Buff Frog. Then Buff Frog started to cry.

"Are you alright?" asked Ben

"I missed baby tadpole grow legs. It's important developmental stage of child development." said Buff Frog

"Well little Katrina didn't grow her legs yet." said Star as she set Katrina down in front of Buff Frog.

"My little late bloomer." Then Katrina grew her leg. "Come to papa." Buff Frog hold his arms out. Katrina walked to him. He picked her up as the other babies crawled on his shoulders.

"Bye little Katrina." Star said as he gave the bag to Buff Frog

"Oh and don't forget the binder." said Ben as he gave it to Buff Frog.

"Thank you Star and Ben. I will remember this like something I will never forget." said Buff Frog as he opened a portal. Then went thru with the babies and closed it.

"I like that guy." said Star

"Yeah, he is alright." said Ben


	46. Don't Fear The Repo

It was a nice night and Julie was play with her pet Ship.

"Good boy, Ship." said Julie

Then a blast almost hit Ship. Ship jumped into Julie's hands. Ship then started to growl. Two aliens showed up carrying blasters.

"What do I keep telling you, Boid? If we destroy it, we won't get paid, and that would be..." said one of the aliens

Boid thought for a second. "Bad." said Boid

"That is correct." The tow pointed there blasters at Julie. "There's no reason we can't do this all nice and civilized-like." Julie pressed a button on her phone and alerted Ben and Star. "After all, we got the law on our side."

"The law? Are you Plumbers?" asked Julie

"No, ma'ma. We're repo men - Octagon and Rhomboid Vreedle." Julie stayed quiet. "We're the Vreedle brothers, ma'ma, providing quality service for all repossession needs throughout the galaxy. No questions asked."

"Mm-hmm. Because we're what you call "uncurious."" said Rhomboid

"We aims to be repossessing that there glob of galvanic mechamorph."

"I don't understand." said Julie

"Ship." said Ship

Octagon pulled out a piece of paper. "We have here a court order authorizing us to procure said glob in question." said Octagon

"So hand it over. Thank you kindly." said Rhomboid

Octagon walked over to Julie and showed he the paper. Julie looked at the paper. "I can't read that." said Julie

"Yeah, neither can we."

"Be that as it may, we presently got ourselves a paying job to complete here forthwith." said Octagon

"Step away from the glob."

Ship started to morph but Julie stopped him. "No tanks or missiles. Don't want them to know how valuable you are." Julie whispered to Ship. "Stay away from! He's my pet" Julie said as Octagon and Rhomboid got closer. Then a blast came from the sky. Julie looked up into the sky and saw Ben as Jetray carrying Star who has her wand out and ready.

"She said, "stay away!"" said Star

"And I say, "Blast them." said Octagon

Octagon and Rhomboid started to blast Ben and Star. Ben dodged the blasts as Ben fired lasers from his eyes and Star started to use her wand to blasts the Vreedle brothers. The Vreedle brothers started to run. Ben and Star continued to fire at them.

"Ben, Star, this is my mom's garden!" said Julie

"whoops!" said Ben

"Sorry! Let's wrap this up fast." said Star

"Right with Humongousaur." Ben flew down and dropped of Star and Ben changed form. "Echo Echo. Oh, man!"

Both the Vreedle brothers started to laugh.

"What are you going to do, cute-ify us to death?" said Rhomboid

"Grab him, Boid. He'll look even cuter hanging from our rearview mirror.

Star got anger and fired a big blast sending the Vreedle brothers back into there ship and send it fling into space.

"And stay out!" said Julie

"Ben, Star and Julie made there way to Kevin's grudge and showed him the paper that the Vreedle brothers had.

"It's just a bunch of alien mumbo jumbo." said Ben

"No, it's legit, all right." said Kevin. Ben, Star, Gwen and Julie looked at Kevin. "What? I used to do a little repo work back in the Null Void."

"So the Vreedle brothers really do have the right to repossess Ship?" asked Gwen

"Ship." said Ship

"We're not going to let them take you." said Julie as she pet Ship.

"Somebody could use him as a weapon." said Ben

"And we don't want Julie to lose her pet, either." said Star

"I say we go right to the source and straighten this whole thing out." said Kevin

"You can't really read that." said Gwen

"The High Court's on the planet Coda Coda. It's kind of far."

"We could use Ship to take us there." said Star

"But if we do that we would taking Ship right to them." said Ben

"But I can't use the dimensional scissors, because I don't know were Coda Coda is."

"There must be some way to get there?"

"Chill, I've got this." said Kevin

Kevin soon reviled that he had a ship.

"It looks like that spaceship we borrowed from that guy on the moon that time." said Ben

"Yeah!" said Kevin

"You told him you were going to give it back."

"And I will - eventually."

"So lets getting going." said Star

"Its just going to be me and Kevin." said Ben

"Why?"

"Because I want you and Gwen to watch over Julie and Ship, just in case the Vreedle brothers show up again."

"Alright, you got a point."

Ben and Star shared a hug.

Ben and Kevin soon left earth. They been in space for a while.

"What's this button for?" asked Ben

"Did I not mention this is a rental?" asked Kevin

A screen pooped up warning them about some asteroids.

"Incoming." said Ben

Kevin started to evade the asteroids. He activated the weapons and Ben took the controls. "Now, what you want to do is..." said Kevin. Then Ben press on the controls and fired at the asteroid and destroyed it. "...that." Kevin was shocked.

Back on Earth, Star, Gwen and Julie were at Mr. Smoothy.

"Thanks you two for staying to guard Ship." said Julie

"Ship can more than take care of himself." said Gwen

"I know, but I told him to hold back. I didn't want those repo men to see what he can really do."

"That's smart." said Star

"I do have a question why did you and Ben give me Ship? Aren't you his girlfriend? So why isn't Ship your pet?"

"That's a very good question?" asked Gwen

Star started to laugh nervously.

Back in space.

"I do have to ask why did you give Ship to Julie instead of Star. Aren't you her boyfriend?" asked Kevin

Ben started to get nervous. "Well the thing is..."

Back on Earth.

"...that we were trying to keep Ben's parents from finding out about the alien stuff." said Star still nervous

"But didn't they already know about aliens?" asked Gwen

"Yes, but we didn't know that at then time."

"Okay, but there has got to be a anther rezone." said Julie

"Well there is on other reason."

"And what is that?" asked Gwen

"Well the thing is..."

Back in space.

"...that Star's parents don't much about aliens and we didn't know how to explain Ship to them." said Ben nervous

"Really?" asked Kevin

"Okay, just promise you won't tell Julie."

"Promise."

"The rezones I told are just two rezones. The main rezone is that we wanted to give her a rezone to keep our secret."

Kevin started to laugh.

Back at earth a spaceship started touch down near Star, Gwen and Julie as they started to leave. Then Octagon and Rhomboid came out of the ship.

"We'll be taking that there galvanic mechamorph now and a couple of smoothies to go." said Octagon. Star pulled out he wand and blasted Rhomboid and Octagon sending them flying into there ship. "She has once again painfully set us on our backsides, Boid."

"Mm-hmm. She most certainly need aggressive blowing up." said Rhomboid

Gwen shot a purple energy and lifted up the Vreedle brothers up. Rhomboid fired his blaster at them and Gwen put up a shield. Then the Vreedle brothers dropped to the ground. Ship then turned into a cannon and was about to fire.

"No, Ship! Don't" said Star

Ship returned to normal. Gwen put up a shield as Rhomboid fired a blast. The shield was destroyed and Gwen was knocked back. Star fired a blast a hit Rhomboid. Octagon then fired a hit Star knocking her back. Ship jumped into Julie's arms. The Vreedle brothers walked up to Julie.

"Hold it right there." said Octagon

"Julie." said both Star and Gwen

"Now I'm going ask you again nicely. Everybody back away from the glob." Then Rhomboid stepped a few steps back. "Not you!"

"Ship. Ship." said Ship scared. Then Ship wrapped around Julie and morphed into a suit.

"This is weird." said Julie

"Julie, what is Ship doing?" asked Star

Julie's right arm raised up and blaster appeared on her arm. Then it started to fire. The Vreedle brothers took some cover behind the car. "Ship, no shooting"

"Ship. Ship." said Ship as he stopped firing.

"Can I blow him up real good now, Octagon?" asked Rhomboid

"No, Boid. We needs him, or we don't get paid. Just blow him up a little bit." said Octagon

Rhomboid lift the car. Then the Vreedle brothers started to blast Julie but none of the blast effected Julie or Ship.

"I can't even feel it." said Julie. Julie charged at the Vreedle brothers.

In space.

"Okay. Here's how it's going to gonna go down. I've got loads of experience in a courtroom setting." said Kevin

"As a defendant." said Ben

"So just follow my lead."

"No offence but, they'll listen to me before they listen to the ex-criminal Kevin Levin."

They soon landed and go into a court room.

"What's next on the docket, bailiff?" asked the Judge

"A challenge to the court-ordered repossession of property belonging to a galvanic mecchamorph by the name of Baz-el." said the Highbreed

Then Baz-el appeared in the court room. "Present, your honor, if it please the court" said Baz-el

"Hey, I know him. He's the guy who left Ship on Earth." said Ben

"Once the world spread about my property's participation in nothing short of saving the entire universe from eradication by the uncouth, foul-smelling, Highbreed -"

"Hey! Objection!" said the Highbreed

"Sustained." said the Judge

"Well, how could I not wish to reclaim what is rightfully mine?" asked Baz-el

"But you gave him to us." said Ben

"Ship is my legal property. Ipso facto, e pluribus unum, he must be returned to me. I rest my case."

"And where is the property now?" asked the Judge

"The Vreedle brothers are in the process of retrieving it for me, your honor"

"The Vreedle brothers?! Who in their right mind would hire the Vreedle brothers to bring someone back alive?!"

"Uh, I, uh, well..."

back on Earth. Gwen had a shield up to protect her and Star. As the Vreedle brothers continued to firing and the still did nothing to Julie and Ship.

"How about this one?" said Octagon as he tossed Rhomboid a new blaster. Octagon kept tossing blasters to Rhomboid but none of them worked.

"You okay in there, Julie?" asked Star

"Great. This is fun." said Julie

Then Octagon tossed a disc at them. It set off a bright light. Then Gwen's shield disappeared. "Oh, this is not good." said Gwen.

Star and Gwen got behind Julie so the could be protected from the blasts. "Are you sure you don't want to shot them?" asked Star

"Uh-huh." said Julie

"Then we need a distraction." said Gwen

Gwen got some bubble wrap and popped a few bubble and got them distracted.

in the court room

"Don't I know you, son?" asked the Judge

"Don't think so, sir." said Kevin

"You're Kevin Levin. Didn't I tell you the next time I saw you in my courtroom I'd chuck you into the Null Void?!"

"No. Wait. I-I can explain."

"That's what you always say."

back on Earth the Vreedle brothers were distracted with popping the bubble wrap. While the Vreedle brothers distracted Star, Gwen and Julie started to sneak away. They soon finished the bubble wrap.

"Oh." said Rhomboid disappointed

"Such is the fleeting nature of all things." said Octagon

"Okay. Back to blasting stuff."

They tossed a grenade and it stopped them. Then they started to blast at them again. Julie pulled out the Mr. Smoothy sign and hit the Vreedle brothers with it.

In court.

"Your honor, Baz-el basically hired a couple of dogcatchers to tack away some poor kid's dog. I mean, who does that?" asked Kevin

"Let me try something." Ben whispered to Kevin as he walked up.

"No don't." Kevin whispered

"Your honor, Baz-el gave use the property in question after we helped him repair his ship. And now because it help I a great battle he wants it back. If it wasn't in that battle he probable wouldn't want it. It's like giving someone a gift you don't take back after you give it to some one."

"Is this true Baz-el did you gave the item in question to him or not?" asked the Judge

"Well in a mater of specking..." said Baz-el

"Yes or no!"

"Yes. I did gave it to him."

on Earth.

Rhomboid got the sign from Julie and tried to hit her with it but it didn't work.

"It still didn't hurt." said Julie

"Oh, yeah? Slap the boot on him, Boid." said Octagon as he tossed something to Rhomboid.

Then Rhomboid toss the thing he got from Octagon. It wrapped around Julie and shocked her and Ship.

"Ship? Are you okay? Ship?" asked Julie. But Ship didn't replied back.

"What's wrong?" asked Star

"They did something to Ship. I can't move."

Rhomboid ran up and through a punch at Gwen. Gwen put up a small shield that Rhomboid hit. Then Gwen fired a blast at him. Rhomboid started to go after Gwen. As Star started to battle Octagon. The two exchanged blasts as they dodged the blast that were fired at them. Then Star fired to cover her charge towards Octagon. Once Star got up close she roundhouse kicked Octagon then blasted him send him fly into Julie. Gwen kicked flip Rhomboid knocking him to the ground. Gwen was her energy to lift up Rhomboid and tossed him into Julie. Julie fell on to Octagon and Rhomboid. Star walked over to Gwen. Both Star and Gwen got ready to attack. The Vreedle brothers got up lifting up Julie and stood behind her.

"Careful... unless you're right sure your powered-down friend here can still take a hit." said Octagon

back in the court room.

"Because you gave the item to them willingly then you have no right to the property. The court rules in favor of... Ben Tennyson and Kevin Levin." said the Judge as he hit his mallet. "The warrant for the return of Mr. Baz-el's property is rescinded. Baz-el is hereby ordered to call off his agents."

"Of course, your honor. Anything you say, your honor." said Baz-el. Ben, Kevin and Baz-el left the court room. "I don't suppose you fellows can give me a lift to Earth?"

back on Earth.

"And now, if you two will excuse us, we'll be moseying along, since there ain't nothing you two can do to -" said Octagon

Star took out her dimensional scissors. Gwen but up a shield around the Vreedle brothers so they couldn't escape. Star opened a portal under Julies feet and she dropped down. Julie flew out feet first and dropped on the ground on her back. Star closed the portal so the Vreedle brothers wouldn't use it to get out. "Sorry about that Julie."

"Its' okay." said Julie

"This is a predicament I did not anticipate." said Octagon

Soon the spaceship that Ben and Kevin left in returned. They landed right behind the Vreedle brothers. Ben, Kevin and Baz-el exited the ship.

"Stand down. Cease and desist. You are no longer in my employ." said Baz-el

Gwen dropped the shield around the Vreedle brothers.

"Huh?" questioned Rhomboid

"He's not gonna pay you." said Kevin

"Not gonna pay us?" Rhomboid then fired at Baz-el. Baz-el then disappeared.

Octagon sighed. "Remember when we talked about you overreacting? Well, one could consider this particular occasion also qualifying as such!" said Octagon

"I'm sorry." said Rhomboid

""Sorry" don't get us paid. Now try and get it. Then try to sell it on the black market." Rhomboid started to charge. He knocked Gwen down and grabbed Julie and carried her over to Octagon. Gwen quickly came around and send a shield to block them from escaping while trying to get up of the ground.

"Ben! Kevin! Julie is in there." said Gwen

"How did she get in there? And what is that thing they have on her?" asked Ben

"Ship wrapped around her. Then they put that thing on her and it just froze Ship somehow." said Star

"Repo boot. I know how to get them off." said Kevin

"This does not surprise me. Me and Star will stall them." said Ben as Star nodded in agreement. Ben activated the omnitrix and hit it. "Goop. Over here." Rhomboid fired a few shots at Ben but they did nothing to him. "Is that all you got?" Rhomboid charged at Ben and tried to grab him. Ben turned into a puddle. Rhomboid slipped and fell on to the ground. Ben reformed to normal. Star wand to glow and Octagon saw it and got behind Julie.

"Crescent Moon Boomerang!" Star said as a crescent blast came out of her wand and curved and hit Octagon. Octagon was send flying away from Julie into the shield that Gwen made. Kevin ran over to Julie and started to work on the repo boot. Rhomboid was about to blast Star. Ben saw this and went into the Rhomboid blaster.

"That is exceedingly nasty." said Rhomboid

Kevin got the repo boot off of Julie as Octagon started to up. Octagon started to fire his blaster. Julie moved Kevin out of the way. "Excuse me?" said Julie. She started to walk up to Octagon.

"Well, would you look at the time?" said Octagon right before he started to run away and Rhomboid followed Octagon.

"Are we running?" asked Rhomboid

"No, sir. What we are doing is what you call retreating."

"I want to retreat with you." The Vreedle brothers got into there ship and started to fly away.

"They won't be back." said Kevin

Ben got out of the blaster and reformed and turned back to normal. Then Ship removed himself from Julie.

"Well that was something." said Julie

Soon Baz-el reformed. "Goodness, that's stressful. Well, you certainly didn't think I was going to regenerate with those dreadful Vreedle brothers still about, did you?" asked Baz-el

"I'm glad you're all right, Mr. Baz-el, but, um -" said Julie worried

"Don't worry I'm not going to take him."

"Oh, thank you." Julie said glade that she was going to keep Ship.

A/N

Dragon Storm: Its a nice about what could happen to Ben and Star after they tell Star's parents idea I wont say I will use it and I wont say I'm not going to but I have some ideas for future chapters that I hope you all like.


	47. By The Book

It was a nice day. Star was in the backyard with Glossaryck and her spell book.

Okay, Star time to learn a new spell." said Glossaryck

"Yeah, lets do this." said Star

"Let's do this spell." Glossaryvk tuned the page to a page with pictures on it.

Star followed the steps in the book. "Warnicorn Stampede!" As Star used the spell tons of Warnicorns appeared and started to charged. Glossaryck waved his hand and made them disappeared.

"Excellent Star! I have to say you are learning a lot easier then I thought."

"Really? Why do you say that?" Star as curiously

"Well to tell you the truth I first thought you will be hard to teach. After all before you got the wand you were carefree, and energetic. Then soon after you go the wand you started to act all serious and responsible. I mean you are still the same girl you were. But back then you were barley serious at all. You want to learn this stuff and get better at magic. I wonder, what happened that made you change like this?"

"Well, it all happened the first day I came to Earth. I joined Ben to see his cousin. Then we soon found ourselves in the middle of a fight. Soon the guy that helped us died. We soon found the location of a Highbreed ship. As they were trying to leaving they was about to destroy a town. And as we continued to battle them and save people. I learned to grow up fast."

"I see, that explains way your more responsible. But why do you want to get better at magic."

"I just want to make sure I'm ready for anything."

"That makes sense."

"Glossaryck do you mind if I ask you a question?"

"Sure!"

"Why didn't you teach me this spell till now? It would have helped against the Higbreed and the DNAliens."

"There is a reason why and when I teach you the spells. You just have to trust me."

Soon Ben came out into the backyard.

"Star! Kevin and Gwen are here." said Ben

"Okay, I'll be there. I guess we'll call it a day." said Star

"Wait! Can I join you guys?" asked Glossaryck

"Sure, you just stay in the car." Star said as Glossaryck started to follow Star.

The three soon entered Kevin's car.

"What is he doing here?" asked Kevin

"Glossaryck wanted to join us. After all stays all the time in my room. So I thought he might enjoy this." said Star

"I think that sweet." said Gwen

Kevin drove the car and they soon stopped at Mr. Smoothy. No one was there at Mr. Smoothy. All but Glossaryck got out of the car. Ben got out of the car and got them all some smoothies. Once Ben got back he handed the smoothies out to everyone and but on in the car so Glossaryck could have one.

"This is not bad." Glossaryck said to himself after he took a sip.

Then a portal opened several feet in front of them. Then a spider and a eagle came out of the portal. The eagle then reveled Ludo.

"Ludo! Your back." said Star

"Yes I am." said Ludo

"But Star tossed you into the abase." said Ben

"Yes she did."

The both Star and Ludo took out there wands.

"What! You have a wand!" said both Star and Ludo

"This doesn't look good." said Gwen

"Star Butterfly your coming with meeee." said Ludo as he fire a blast from his wand and was send back do to the kickback. The blast shot pass Ben, Star, Kevin and Gwen.

"That doesn't look good." said Kevin as he took of his I.D. mask.

Ben activated the omnitrix and hit it. "Spidermonkey." said Ben

"Why did you turn into that when they have something that can fly?"

"I was going for Big Chill."

"Rainbow Fist Punch." said Star as she fired a rainbow fist knocking Ludo back farter.

"Star! Gwen! You two handle Ludo. Kevin and I got this two." said Ben. Ben and Kevin charged towards the spider and eagle.

Ludo got up and started to fire some blasts from his wand. Gwen put up a shield to block the blasts. Ludo started to get angry and fired a blast that launched him up in the sky. Both Gwen and Star spilt up as they fired into the sky to hit Ludo. Ludo was going around the sky shooting a blast down to the ground. That went thru stuff one being Kevin's car. "Glossaryck!" said Star worried as she ran over to Kevin's car and looked inside and saw that Glossaryck was okay. When Star looked back at the others she saw that Ben, Kevin and Gwen were in trouble. Ludo stopped moving around the sky but he was right over her blasting down on her. As Gwen had her mana shield up. Ben was fighting the spider but neither could get and advantage over the other. Kevin was trying to handle the eagle but the eagles ability to fly made it difficult for Kevin to hit."What do I do?" Star was still worried.

Glossaryck came out of the car and whistled. From Ben's house Star's spell book came to her and Glossaryck turned it to a page. On the page was a spell that was deferent spell then the one she was working on earlier. Ludo saw the book. "There's a book." said Ludo to himself

"Now read." said Glossaryck pointing to a page.

Star started to read the page. After Star read the page she got her wand ready. "Shooting Star Explosion!" Three orbs came out of Star's wand and each one mad contact with Ludo, the spider and the eagle. They were sent up into sky and then the orbs exploded.

"Good work Star." said Ben after he turned back to normal.

"Thanks Glossaryck for the spell."

"No thank is required." said Glossaryck


	48. Game of Flags

Star was in her room practicing her poses for some of her spells. Soon her mirror started to ring. Star stopped practicing and started to walked over to the mirror and answered it. Then Moon appeared on the mirror.

"Hello, mom." said Star

"Hi, Star. I just thought I would call let you know that we are having the annual picnic is tomorrow." said Moon

"Really, thanks for letting me know mom. Might I ask this year am I going to be at the grownups table?"

"Not this years Star." Moon then noticed Star was disappointed. "Why are you so down Star?"

"Because I hate siting at the kids table. Mostly because I'm the oldest on there. And the others are three years old at the most 4 years old. It's not that fun being there when there no one else near your age."

"I understand that Star. Why don't you bring a friend along so you have someone to talk to if you want."

"Really?! You mean it?"

"Of course! You are right! You are over 10 years older then them. So you have fun in different ways then them. Not only that you have sit by yourself for years."

"Thanks mom."

"No problem. I know it hard being the oldest at the kids table. But just don't feel you ready for the grownups table."

"Oh I got an idea how about a teens table."

"A teens table?"

"Yeah, its a table for those that are to old to be at the kids table but not still to young to be at the adults table."

"That is a good idea Star. I'll consider it but I'm not making any promises."

"I understand."

"I'll see tomorrow when we pick you and your friend up. I love you."

"Bye mom. I love you too." Star pressed a button a turned of the mirror. Star then let the room and went down stairs and as she came down Ben came in with two smoothies. Ben handed one to Star. "Ben, how would you like to go to a picnic tomorrow?"

"Oh you for a date? Sure!" said Ben

"No! Not for a date. You see my families annual picnic is tomorrow and my mom said I could bring a friend."

"If it just for you and your parents..."

"No it's not just my parents its my whole family."

"And you family is okay with me joining?"

"My mom said I could bring a friend. Because there are none my age so I have someone to talk to."

"Okay, as long as your family doesn't mind."

The next day. Moon and River knocked on Ben's house door. Star opened the door and let them in.

"Hi mom. Hi dad." said Star

"Hi Star." said River

"Hi Star." said Moon she noticed Ben. "You must be Ben. Star has told me a lot about you. I remember you from that incident with the destroyed castle. But I never introduced myself. I'm Moon Butterfly." Moon held out her hand.

"I'm Ben Tennyson." said Ben as he grabbed Moon's hand and shuck it. Moon was shocked when she heard Ben's last name.

"Well we should get going." Moon said anxiously as she opened a portal with a pair of dimensional scissors. Then soon entered the portal and appeared on Mewni were the picnic would be. The picnic was getting set up. There were three tables each several feet apart. One of them was long, anther was the same height but it was small like make for two people, the last table was close to the ground with small chairs like for a toddler.

"Mom, what that third table for?" asked Star

"Well you wanted a teen table and I thought with you and Ben didn't have to worry bout the kids that much."

"Thanks mom."

"You know Ben is pretty handsome."

"W-W-what?!" Star said nervously as she blushed

"Oh come on Star you telling me you don't have a crush on him?"

"No!" Star lied as she started to blushing more

"Really?! The way you talk about him make it seems you have a crush on him."

"MOM!" Star was blushing even more then she was before.

"What is this about Star having a crush on a boy." said River

"DAD! YOU TWO ARE EMBARRASSING ME." Star's face was getting even more red. Ben started to chuckle. Star walked off and grabbed Ben's arm. Ben started to follow Star.

"So this is the Ben Tennyson, he told me was so proud of." Moon mumbled to herself. Moon got an idea and whispered something to a worker.

Soon the rest got there as the tables were set. Ben and Star went to there table. Star noticed how the table was set. It was set nice china. There was a candle set and a vase with a rose in it. "What is my mom trying to do set us up a date?" Star said annoyed

"But are we already dating." Ben whispered to Star

"Yes, but my mom doesn't know that yet." Star whispered to Ben. Star walked over to the adults tables as the started to get there lunch. As the Johansens cheered and roughhoused.

"You know Lord Mildrew is still single. Never too late to start over, dearie." said an old lady wearing a nice dress.

"Yes, Aunt Etheria, I heard you the first hundred times." said Moon

Once Star got there she tapped her mothers shoulder. "Mom can talk to you for a minute alone?" asked Star

"Sure, Star!" moon followed Star till they were far enough away so the others wouldn't hear them. "Thanks for getting me out of there Star." Relief in Moon's tone as she got away from Etheria

"Let me guess Great Aunt Etheria still trying to get you divorce dad and get together with Lord Etheria."

"You know it, Star. So what do you want to talk about?"

"I want to ask why the "teen table" is set they way it is?"

"What do you mean by that Star?"

"I mean why is the table look like its set for a date?"

"Well it looks like caught me. Well Star I thought you might need some help?"

"W-W-What do you mean?" Star started to blush again

"Star, I noticed the way you two look at each other." Sweat started to drip down Star's face. "Just admit it Star you like him."

"Of course I like him he is my friend." Star lied wishing she could tell her mom the truth.

"That's not what I mean. You are in love with Ben."

"I'm not mom. You know you acting just like Great Aunt Etheria." Star was blushing even more as she kept the lie going

"I guess I am acting a little like her. But unlike her I'll accept who ever you love."

"Really?!"

"Yes, Star. I was just trying to help. Call it mother intuition, but I got this feeling that you got some feelings towards Ben." Star was started to get nervous and was trying to working up the nerves to tell her mom about her and Ben. But before there conversation was cut shot. When the grownup table started to get loud. "Not this again." Moon started to head towards the grownup table and Star rejoined Ben at the teens table. Once she got there she notice that the families were fighting. Not that she was a surprise. She soon saw that husband was in the argument. "River!" River stopped talking and the argument stopped once River heard Moon called he's name.

"Yes, of course." said River right before he cleared his throat. He then stood on the table. "Now, now. There's no need for all back and forth about who is better then who. We're all royalty, as you know. There is a way we can settle this petty dispute like civilized people we are. With flags!" River then pulled out a flag. Then everyone except of Moon cheered in agreement and pulled out there flags as well. Ben and Star heard this from there table.

"What's flags?" asked

"Flags, is were we race to see who can put there flag on top of the hill." said Star as she pointed to a hill

"That doesn't look to bad. It sounds like king of the hill." said Ben as he looked at a nice tall hill.

"Oh, no not that hill the one next to it." Ben the saw a even taller hill with many danger up it. Then Moon showed up were Ben and Star. "Oh, hi mom."

"Star hand over your flag." said Moon

"Why?"

"You are not playing flags."

"But I wasn't heading to the starting line."

"Knowing you might pay them game. Now hand it over."

"Okay here mom." Star handed over the flag.

"Wow, that was easy. I thought you wouldn't give it to me and I would have to take it. Wait a minute give me the real one."

"You do have my flag."

"Really, you could have gave me a copy of your flag and then sneak off and play the game."

"I promise you have my flag."

"I know you might feel left out. Even though I played flags when I was your age. I just don't think you can handle it. Now if you want to you can watch the game with me."

"Yeah, I would enjoy that."

"Would you like to join us Ben?"

"Sure I don't mind. I a little interested in this game." said Ben

Ben, Star and Moon took a seat were the could see the game unfold. The others lined up at the starting line. Manfred sat on top of a tall chair. "the game will commence when all participants are at the ready." said Manfred

"So what is this like they on a team?"

"Well sort of..." said Star

"It's more like a free for all. They are all competing against each other to get to the top first." said Moon

"But I thought it was the Butterfly's vs the Johansens." said Ben

"You would think so but no." said Star

"Yeah they soon fight each other. Just so they can get to the top of the hill and look down on everyone else." said Moon

"Here's to another spirited game of flags. Lets just not have a repeat of last years unfortunate incident." said Manfred

"What happened last year?" asked Ben

"Just before he reached the peak, Uncle Lump got his body cut off." said Star

"You mean he died."

"No. He's fine. They reattached his head but to a horse's body."

"Ready, set, flags." said Manfred as he fire to start the race. "Both families are at the course. The Johansens take an early lead, but the Butterflies are making up the slack."

Ben, Star and Moon continued to watch the game unfold.

"I see what you mean by it being all for one." said Ben

"Yeah this game can get pretty wild." said Moon

"But isn't that game?" asked Star

"Your family is attacking each other. They are just trying to win no matter what. If you ask me a game shouldn't change who you are." said Ben

Star gave of thought of what Ben said as she watch her family fight each other. "You're right Ben. And I think I have a plain to try and stop the fighting."

"What is it Star?" asked Moon

"What if we steal all the flags and take them to the top. To claim the hill for all."

Moon smiled. "I think that's a great idea."

Star started to run towards the hill and Ben soon followed her. They soon caught up with Star's family but still stayed out of sight.

"So what's the plain to get the flags?" asked Ben

"I don't know." said Star

"Then maybe we could use some help." Ben activated the omnitrix and hit it. "Lodestar!"

"Well that's a new one."

"Well let's see what he can do." Ben raised up his arm and soon all the flags came to him. Star then noticed that her family was heading towards them to reclaim their flags. Star grabbed all the flags.

"Ben! I distracted them as you turn back to normal." Star to run carrying the flags. Then soon the Star's family started to follow her. Then Ben pressed the omnitrix symbol and turned back to normal. Then Etheria grabbed Star's leg making her fall. The family was about to attack Star. Everyone that was about to attack Star was levitating in the air. Then Moon appeared in a insect like form, with large butterfly wings, antennas, six arms, and glowing eyes. "Mom." Moon then landed and turned back to normal. The ones that where levitating to dropped to the grown.

"Star are you alright?" asked Moon

"Yeah, mom. That was some sweet magic move with your big wing. Way are you up here?"

"I just thought you might need some help. So I followed to make sure you are alright."

"For how long?" Star was worried that she saw Ben transformed.

"I just caught up to you as Aunt Etheria grabbed your leg. Any later and you might have got hurt."

Star let out a sigh of relief knowing Moon didn't saw Ben transform. "Thanks for the help."

"Could some one explain what's goin on? Why did you steal all are flags Star?" asked River

Star looked at her mom. Moon nodded to Star. "I was thinking that to take all the flags to the top of the hill. To claim it for all. After all this game is dumb. All it dose put brother against brother, father against son, mother against daughter. What if flags was made so family had an excise to fight each other or that it was never meant go this far. And if so when did it become a game to win no mater what?" As Moon heard what Star was saying. She became proud of her daughter.

Moon kneeled down to look at Star in the eyes. "Star I'm so proud of you. You deserved a spot a the grown up table." said Moon. Star then hugged her mother. "Star, you know public displays aren't a Butterfly virtue. But, the Johansens, on the other hand, are amazing at it."

"Thanks mom. But it was Ben who made me relived this."

"Ben is something else. I can see why he spoke so highly of him." Moon whispered under her breath not even Star heard Moon say it even thought they were hugging.

A/N

Booby Jenkins: Thanks for the idea for the episode Ben 10000 returns but I have already have an idea for that episode that I hope everyone will enjoy. As for the second one censoring Ben and Star's future family I already I have an idea for that as well. But thank for the ideas. I'm glade that you are enjoying my story.

Also to everyone this thing I forgot to let you know the episodes that don't involve star like Ludo in the wild or on the job still happen they way they happened in the show just to let you guys know.


	49. Gift of the Card

Ben and Star were siting on the couch and watching TV. Star soon noticed that Ben's wallet was vibrating.

"That's strange." said Star as she picked up Ben's wallet.

"What do you mean?" asked Ben then he saw what was happening to his wallet. "Okay, that's not normal."

Star looked thru the wallet and found the thing that was causing this. She pulled a gift card for Quest Buy. "You didn't use this yet Ben? I got this for our one week anniversary. So you could get yourself something special. If you don't use it soon it's going to expire." Star said with sad eyes.

"Star, it's not that I don't appreciated it. After all you are the only one that could take me there. It's not like I can go there myself."

"Oh right."

"And I'm not keen on Quest Buy stuff."

"But Ben it expires tonight. Come on." Star gave Ben the puppy dog eyes.

"Okay, let's go."

Yeah!" Star cheered as she opened. They entered to portal and soon found themselves at Quest Buy. "All right lets get you the perfect gift." Ben and Star started to look around the store. "After all they say the have everything."

"You really think that?"

"Well they might not everything. After all I seen some stuff on Earth that are not here and everything that is from other plants that I found out about once I got to Earth. Well we got till midnight to find something." Time passed as the two looked around Quest Buy. Star looked at the time and saw it was getting really close to midnight. "Oh this is getting to close for comfort. Ben I don't mean to rush you but it has been hours. If you don't find something soon. The card will expire and go to waste."

"I told you before Star I'm not into this kind of stuff."

"There has to be something you want here. Please hurry up."

"Star don't rush me. If you want me to use it I will just pick something at random." Ben just grabbed something off the self. Then Ben's wallet floated up into the air. His wallet was destroyed and the gift card zapped his the item out of his hand.

"Oh, I might have forgotten to mention that this true lovers gift card. You have to truly want the item you send it on or it wont work." Star said with a nervous smile on her face.

"Star why did you get a card like that?"

"Because I wanted to make sure I got something you really wanted." Star said with sad eyes.

"Well I now need a new wallet."

"Oh, they do sell wallets."

"Do you know where they are?"

"Yea, no!" Both Ben and Star started to run thru the store. They soon found themselves at customer service department. "Excuses me, I have a question."

"It's not my department." said the sloth

"But your customer service."

"Yeah, I really need to ditch that sign. Fine! What can I do for you."

"Can you tell us where the wallets are." The sloth told them were to go. Then they started to head to were the wallets were. As the were walking the card sent out a spark and then made a electrical body.

"Activating expiration mode." said the card

"Ahhhhh!" both Ben and Star screamed

"Now chose your gift. Your life depends on it. Commencing countdown to your expiration date. You have 10 minutes."

Ben and Star started to hurry to where they need to go. "Life depends on it. I think that card is going to kill us." said Ben

"Yeah, I think it my bad." said Star as she read something.

"What do you mean?"

"I just read the terms of the card I gave you and I found out that if its not use by the time it expires then it kills us."

"Why did you by a card like this?"

"To be honest I didn't read the fine print. If I knew it was going to kill us I would have just got you a normal gift card."

"Who would designee a card like this?"

"5 minutes till expiration." said the card

"This is getting close." Both Ben and Star

"I should have told you that the card had an expiration date and I should have brought you here before." said Star

"Don't worry we still have time." said Ben

"1 minute till expiration." said the card

They soon got to were the wallets are. The say rows and rows of wallets. "That's a lot of wallets."

"Come on Ben just chose one."

Then someone landed on the card. "Princesses, my name is Rasticore Chaosus Disastervaine. Miss Heinous sent me. Prepare to..." said Rasticore right before he was destroyed by the card.

"Expiration imminent." said the card

"Got one." said Ben as he grabbed a wallet

"Good lets go we are almost out of time." said Star

They ran to the check out. Once they got to the check out. The card turned back to normal. The sloth took the card and swiped it. He then put the card in a container. The card was then destroyed. "Well that concludes your transaction. Have a good day sir." said the sloth

"That was a close on." said Star as she opened a portal

"Yeah, just remember it doesn't matter what you get me next time. I will like anything you get me." said Ben right before the entered it

A/N

Dragon storm: I never really thought of who would play Star in a live action movie before so I don't know who would a actress to play Star. Sorry.

Also to all the readers who enjoy my story I would like to wish everyone happy Holidays and happy New Year. I'm going to tack a break and spend the holidays with my family and I will continue once it January comes. So except the next chapter in the middle of January or near the start of February. Well I would say this story had a good year. 49 chapter done in one year is not bad.


	50. Singlehanded

Ben was swing around the town of Bellwood as Spidermonkey. After a while he hide behind a sign. Ben quickly caught his breath. Right before a axe started to slice the sign. Ben backed flipped to dodged the pieces of the sign that was about to hit Ben. An alien on a hover board reviled himself.

"The omnitrix where is it?" asked the alien

Ben fired a web in the aliens face. Ben then fired a line of web and flung himself on to a building. "Green watch thingy? Hourglass symbol? Turns you into all kinds of super powered aliens?" asked Ben

The alien finally got the web off his face. "Yes."

"Never heard of it." The alien the started to attack Ben again and he dodged. The attach caused part of a building to get destroyed. Ben started to run away across the buildings . The alien was still right behind him.

"Don't toy with me. I know you have the omnitrix. I have traced its energy here with this." The alien took out a device and showed it.

"Cool! Where'd you get it?" Ben fired a web at the device and pulled it from the alien's hand. The alien quickly cut the web and got the device back.

"I am Sunder - finder of rare and precious objects." As they continued there chase Sunder fired a net at Ben. He got trapped in it and feel of the roof into the alley way. As Ben was getting up Sunder flew down to him.

"Seriously, you carry an axe and your name is Sunder? Well, I guess that's no worse than..." Ben hit the omnitrix symbol and changed a different alien. "Humongousaur!" Ben approached Sunder then he reverted back to normal. "O...kay." Sunder flew down and got off the hover board.

"The omnitrix will fetch me a handsome price."

"Lots of luck getting it off my wrist."

"I'll worry about the details later." Sunder pulled his axe back and swung it. The axe hit the omnitrix. Sparks started to fly. Then Ben was gone.

Ben started to woke up. He got up and saw where he was. "How did I get here? Where is here, anyway?" Ben got a better look and recognized where he is at. "The Null Void?! Oh, man!" Ben heard a roar and saw a alien charged at him. "Okay. Questions later. Right now, it's time to go..." Ben was going for omnitrix and found left arm was missing. "hero? My hand! Where's my hand?!" Ben dodged the alien that was charging at him. Then alien then ran in to a cliff. "I don't get it. I can still feel my hand, but where is it?"

On Earth.

Sunder was holding Ben's hand as he laughed. He put the hand in a storage container in his hover board. Sunder then started to fly away.

In the Null Void.

The alien turned around and started to roar. "So, you want to fight?" asked Ben getting ready for battle. On Earth his hand there made a fist. Ben dodged the alien and started to run up hill and jumped on the back of the alien. Ben hold on as he started to hit the alien with what was left of his left arm. On Earth Ben's arm started to go up and down. The alien flung Ben of his back. Ben saw a cliff and got an idea. "Hey! Over here!" Ben jumped and the alien started to follow. Ben made some sharp curves making the alien slide into some rocks. Ben ran up a hill and pushed a rock on to the alien. "Yes! Okay, this is weird even for me."

On Earth.

Ben's hand got out storage container and started to crawl away. Sunder picked up Ben's hand. "Slippery little thing, aren't you?" said Sunder. Ben's hand then poked Sunder eyes. He loosed control of the hover board and crashed. Sunder was unconscious as Ben's hand started to crawl away.

In the Null Void.

Ben was getting pulled as he arm crawling around. "Aah! Okay, what's my hand doing?! Aah! Aah!"

On Earth.

Ben's hand found it's self in the park. The hand soon was chased by a dog. Then hand some how knew it was being chased. I made its way up a tree. The hand found Star and Julie playing tennis. The hand jumped down trying to get to Star. But the dog grabbed the hand in its mouth. Star turned around and say a dog walk off. She could see that the dog had Ben's hand in it's mouth.

In the Null Void.

Ben was running away from three Vulpimancers. "This day just gets better and better. And why does my hand feel like dog slobber?" asked Ben

On Earth.

Two kids were throwing a frisbee to each other. They saw a dog go by with Ben's hand in its mouth. "What do you got there, boy?" asked on the boys noticing the dog had something in it's mouth.

In the Null Void.

Ben was walking through a swamp. "Man, this place stinks! It should cover my scent from the those Vulpimancers." The Vulpimancers were searching for Ben. But they couldn't smell him. Then they started to leave.

On Earth.

The boy was trying to get Ben's hand out of the dogs mouth. "Give it!" The dog wouldn't let go. The dog and the boy started to play tug of war with Ben's hand. "I said "give it!" Bad dog!" said the boy

In the Null Void.

Ben was once again started to get pulled by his arm. "Hey! What's going on?!" Then his hand hit the water and made a splash. The Vulpimancers heard it and started to heard back. Ben started run again with the Vulpumancers right on his tail.

On Earth.

The one of the boys opened a candy bar as the other was still trying to pull out Ben's hand from the dogs mouth. "Hey, boy, how'd you like a nice candy bar, huh?" said the boy. He tossed the candy bar. Then the dog let go of Ben's arm and ran for the candy bar.

"Ooh!" said both boys as the say the arm.

In the Null Void.

Ben started to swim through the swamp.

On Earth.

"What is it?" asked on of the boys as the other started to mess with the omnitrix.

"I don't know." said the other boy and somehow activated it.

"Think we should be touching it?"

"I don't know." He touched the omnitrix and the arm changed.

"Cool." said both boys

In the Null Void.

Ben soon transformed into one of his aliens. "Big Chill! Now, that's more like it." Ben fired a beam his hand. The beam hit the Vulpumancers freezing them. But it wasn't for long. The Vulpumancers soon broke free from the ice. "Okay. Ice doesn't work how about a little." Ben hit the omnitrix symbol and changed forms. "Swampfire!" Ben then started to shot fire out of his hand. "That oughta hold 'em." The Vulpumancers stop before they hit the wall of fire that Ben made. On Earth Ben's hand started to shot fire out and the two boys dropped Ben's hand and started to runaway. As the screamed in fear. Ben started to take some steps back. "Shoo! Shoo!" The Vulpumancers jumped through the fire. One of the Vulpumancers bit off Ben's hand. "Dude, I'm already short one hand." Then Ben's hand started to regrow. "Why can't I do that with this one?!" The other two Vulpumancers were about attack Ben. "Sorry, mutts. Gotta fly." Ben hit the omnitrix symbol and changed forms again. "Jetray!" Ben then started to fly away.

On Earth.

Both Star and Julie were walking through the park.

"Thanks for teaching how to play tennis." said Star

"No problem. You have a knack for it." said Julie

Ben's arm then grabbed Star's leg. Star twitched and saw there was a hand on her leg. "Aah!" Star pulled out her wand and started to hit the hand with it. "Get...off...me...right...now!"

In the Null Void.

Ben's arm started to jerk around. "Aah! Hey! Whoa! Aah! Stop!" Then Ben reverted back to normal. "Oh, come on! Don't run out of power now!" As Ben started to fall he screamed. But before he could hit the ground a null guardian caught him. "Well at least I'm still alive." Some of the saliva hit on Ben's head. "Completely grossed out, but alive."

On Earth.

Star got a good look at the hand and immediately recognized the hand. "That's Ben's hand." Star picked up Ben's hand up and it started to move.

"Aah!" Both Star and Julie screamed. Star dropped the hand shocked that it moved.

"Star have you seen anything like this before?" asked Julie

"No, I have never seen anything like this. I have a friend that's just a head. A have an uncle that got his head cut off and attached to a new body. But nothing like this." Star was about to go for the hand but it started to move again. Julie gave Star a tennis racket. Star scooped the hand onto it. "Maybe Gwen and Kevin will know what to do."

"Good idea." said Julie

Both Star and Julie took Ben's hand to Kevin's garage. Kevin and Gwen were there Star put it on the table. Kevin and Gwen saw Ben's hand. Kevin then started to laugh.

"It's not funny, Kevin!" said Star angry at Kevin for laughing at the problem that Ben was in.

Kevin stopped laughing. "Sorry, sorry. Okay." said Kevin before he started laughing again. Star then blasted Kevin against the wall.

"I said it's not funny."

Gwen eyes started to glow and the glow soon stopped. "It's Ben's hand, all right, but I can't trace him. He could be anywhere. If he's even still alive." said Gwen

Star started to get worried about Ben.

"See that energy surge?" asked Kevin pointing to the strange purple energy at the end of Ben's hand. "Classic sign of dimensional displacement."

"Which means?" asked Star

"Ben's fine. The rest of him is just somewhere else. I had the same thing happen to me when I tried to use a refurbished personal force-field belt." Kevin went to his car and opened the trunk. "Spent three hours with my nose in another dimension." Star, Gwen and Julie didn't say a thing. "Aren't you gonna ask me how I smelled?"

"Terrible - just like your joke." said Gwen

"Relax. I got stuff in here I can kludge into a retrieval beacon generator. Shouldn't take a second." Kevin started to gather some stuff from the trunk.

"I don't think we have that long." said Star as she saw Sunder flying towards them.

Kevin looked up and saw Sunder. "Oh, great. It's Sunder the Retriever."

"You know him?" asked Julie

"Deals in one-of-a-kind artifacts. Wonder what he want here."

Star, Gwen and Julie pointed at the omnitrix. "What do you think?" asked Star sarcastically

"Oh, right. Okay, keep him busy so I can get Ben back."

Both Star and Gwen ran to the entrance of the garage. Gwen put up an energy shield. Sunder swung his axe and destroyed the shield.

In the Null Void.

Ben was still being carried by a null guardian. Ben soon got his left arm freed and started to hit the null guardian. The null guardian soon let go of Ben. He dropped down on to a group of rocks. "Why does everything always have to be slimy?"

On Earth

Gwen put up another shield but this one stopped Sunder's axe.

Where is Ben?" asked Star

"Don't know, don't care. I just want the omnitrix." said Sunder

Sunder flipped over Gwen's shield. Star blasted him with her wand sending him back over. Star started to walk towards him. "The omnitrix belongs to Ben." Star said with anger. Star then made some poses. "Warnicorn Stampede!" Soon a stampede of warnicorn started to charge towards Sunder. Sunder was launched back and was soon stamped on.

"Good shot Star!" said Julie

"He won't be down for long. And I can't build this thing and protect you ladies at the same time." said Kevin

"Did you forget this lady just knocked out Sunder or did you forget in the last thirty seconds." said Star

"And this lady can protect herself, thank you very much." said Gwen

"Yeah but Julie will need a weapon, just in case." said Kevin

"Why don't I use this?" asked Julie holding up Ben's hand.

"Aren't you worried that Star will get jealous about you holding Ben's hand?" asked Kevin. Star then fired a blast at Kevin. "Oh come on. It was just a joke. You know because Ben's your boyfriend."

"That wasn't funny." said Star

Sunder soon got up. "It looks like he is ready for round two." said Julie

"Quick! Turn into Humongousaur!" said Gwen

"Are you crazy? Swampfire." said Kevin

"I say use Diamondhead." said Star

Julie activated the omnitrix and started to go throw the selection. "Wait. What do the look like?"

Sunder was about to swing his axe and Gwen put up a shield to block it. "Humongousaur!" said Gwen

"Swampfire!" said Kevin

"Diamondhead!" said Star

"Humongoisaur!" said Gwen as Sunder broke through her shield and knocked Star and Gwen to the side.

"Swampfire!" said Kevin

"Diamondhead!" said Star

Julie hit the omnitrix and Ben's hand turn into Diamondhead's hand. As Sunder swung his axe. He hit the hand and it started to fire crystals at him.

in the Null Void.

Ben was in the form of Diamondhead as was walking across a stone bridge. As he got half way across his arm started to jerked again. It soon fired crystals at the bridge. The bridge started to crumble as he started to run for his life. Ben soon found himself falling again. He tapped the omnitrix symbol and changed forms. "Goop!"

On Earth.

Ben's hand turned from the hand of Diamondhead to the hand of Goop. "Ewwwww!" said Julie grossed out that she was holding something slimy.

in the Null Void

Ben started to turn all liquid and flew up to the other side were he was heading for before the bridge collapse. Ben started to pant as he returned back to normal.

On Earth.

The small puddle of Goop turned back into Ben's hand. Then Sunder's device started to go off. "The omnitrix - at last!" said Sunder

Gwen send out an energy square to pick up Ben's hand before Sunder could get it. And send the hand to Star. Star picked up Ben's hand. Sunder was heading towards Star. She tossed Ben's hand to Gwen who caught it. "Keep away from the big ugly guy." Said Star

Kevin stopped working thinking they were talking about him. "Star mean the other one." said Gwen. Gwen dodged a swing from Sunder as Kevin got back to work. The three of them tossed Ben's hand around to keep it away from Sunder. "Kevin, How much longer on that doohickey?"

"Soon." said Kevin

"Good thing. We're kind of running out of garage." said Star as she blasted Sunder.

In the Null Void.

Ben struggled to walk as he's hand was jerking around. "Almost there. If I can just stop jerking around for a minute or two, I'll be fine." Ben got the Max's old place and entered the place. "Come on grandpa. You must have left something behind I can..." Then Ben heard a crash. He saw these strange alien going through Max's stuff and wreaking the place. "...use."

On Earth.

Star, Gwen and Julie were tossing Ben's hand around. They took this outside of the garage. "Enough of this." said Sunder as he was annoyed. Sunder grabbed Julie. "Now, hand over the omnitrix, or I slice the girl in two."

"Wait - me?!"

Star had her wand aimed at Sunder. "All right. You win. You can have the omnitrix. Let her go." said Gwen

"The omnitrix first." said Sunder

"No Julie first." said Star as her wand started to glow bright.

"Then how do I know you will give me the omnitrix."

"Then how do we know you will let Julie go."

"Fine same time then."

Both Star and Gwen walked over to him. Star grabbed Julie as Sunder but his axe on his back. He was about to grab the omnitrix. When Kevin got out of the garage carrying a huge blaster looking devise. "How 'bout the omnitrix never." said Kevin. He fired a beam at Ben's hand. It exploded sending Star, Gwen, Julie and Sunder flying. Sunder was sent into a wall. A strange sphere appeared and as it disappeared Ben appeared.

"Oh. How did I -" said Ben confused on how he got back to Earth.

"Told ya." said Kevin

"Ben!" said Star as she ran over to give Ben a hug.

"You're all right." said Gwen also giving him a hug as well.

"That's good to hear." said Julie as she ran over to them so she could get away from Sunder.

Sunder started to get up. "The omnitrix - now!" said Sunder as he started to attack. They dodged the attack.

"Oh, I'll give you the omnitrix, all right." said Ben. He tried to go for the omnitrix but found out his left hand was still gone. Sunder jumped and was going for Ben. "Oh, not again!" Ben dodged it and Sunder kept swinging and Ben kept dodging. The last swing Sunder did the axe got into Kevin's car.

"What is it with everybody wrecking my car?!" said Kevin

"Mind telling me what's going on here?"

"Short answer - energy axe plus omnitrix equals dimensional displacement. Which means your hand is probably wherever you just were."

"My hand is in the Null Void?!"

"So how do we get it back?" asked Star

"It's simple. All we have to do is reverse the polarity of the thing that displaced it in first place." said Kevin

"The axe?!" said Ben shocked on what they have to get. Sunder got the axe out of the car.

"I said it was simple, not easy."

"I won't ask again. The omnitrix!" said Sunder

"Is history - gone, finto. We don't have it. You don't have it."

"You can lie to me, but you can't lie to my scanner." Sunder checked he's device but it didn't show omnitrix anywhere. "Hey! What's the deal?" Sunder was wondering why it wasn't showing him the omnitrix.

"I don't think it's gone. I mean, I can still feel my hand." whispered Ben

In the Null Void.

Ben's hand was crawling around with a group of aliens surrounded it.

On Earth.

""Just shut it and follow my lead." whispered Kevin. Kevin then walked up to Sunder. "Forget about the omnitrix. What if I told you I could get my hands on a praxian antimatter anon for you?"

"I'm listening." said Sunder as he but his axe on his back. Gwen figured out his plain.

Kevin started to show him the way to a crate. "I got another buy coming later, but I'd much rather do business with someone trustworthy, like you." as Kevin was saying this Gwen was using her powers to get the axe from Sunder.

"Skip the sales pitch. Just show me the antimatter cannon.

In the Null Void.

The aliens grabbed Ben's hand and started to mess with the omnitrix.

On Earth.

Ben suddenly turn in to an alien. "Brainstorm?" questioned Ben wondering why he was transformed.

Sunder's device started to go off. "Gone, history, finite, eh?" said Sunder

"Sunder!" said Ben getting Sunder's attention. Ben started to walk up to Sunder with his left hand behind his back. "I implore you - do not exact vengeance upon my veracity-impaired colleague. I hereby definitively - albeit reluctantly - relinquish all claims on said omnitrix and render it inot your possession forthwith. Hah!" Ben pulled out his left arm and shot out a lightning strike. Sending Sunder back. Sunder backed flipped after he hit the ground. "I believe the vernacular is "psych"!"

"You will for your insults." Sunder said as he pulled out his axe. His hover board came down and he jumped on it. Ben charged and rolled to dodge Sunder's attack.

"I sincerely doubt you would display such bravado were you cognizant of your imminent encounter with..." Then Ben hit the omnitrix symbol and changed alien form. "Humongousaur!" Ben then pulled out a lamp pole. "Bring it on, tiny." Sunder started to charged Ben. "I can beat you with on hand tied behind another dimension." Sunder swung his axe and started to chop away at the lamp pole. "Then again, maybe I could use a hand." Sunder was about to hit Ben. Then Gwen showed up and blocked the attack with a shield. Star and Gwen started to fire blasts at Sunder. Sunder dodged the blasts. Then Kevin jumped at Sunder with one of his arms in the form of a morningstar. Kevin hit him and Sunder was knocked back little. Ben then hit the omnitrix symbol and changed form. "Echo Echo!" Ben duplicated himself and started to charge at Sunder. Sunder started to hit the copies of Ben. Soon ten Ben's surrounded Sunder. They all screamed and send out sonic waves. The sound waves knockedthe axe out of Sunders hands and was knocked back a bit. Gwen shot a beam and grabbed the axe. Sunder noticed that Gwen had his axe.

"I don't need an axe to finished you off." Sunder was starting to charge towards Ben and Star.

"Neither do we." said Star. Star fire a magical beam as Ben send out a sonic sound wave. They hit Sunder off his hover board. Sending Sunder to the ground.

Ben then turned back to normal. "Well that's it. I need a recharge."

"Then we better get your hand before he wakes up." said Kevin noticing Sunder was knocked out cold. They returned to the garage and Star fired the device Kevin used before. "Keep the beam fixed on Ben's arm."

"What are you doing?!"

"This shot has to be just right."

"And if it's not?"

"Then bits of you get scattered across multiple dimensions."

"You better get this right." said Star

"Don't worry. I'm pretty sure I can do this."

"Pretty sure?!" said Ben.

Kevin got ready to swing the axe. He wanted to make sure he would hit the mark. "Will you just do it already?!" said both Ben and Star

Kevin swung the axe back and hit the hanging lamp. It hit some stuff of a shelf. "Oops! Sorry. My bad." said Kevin he chuckled a little. "I meant to do that." Sunder started to get up. "Okay. This time for real. I'm really gonna do it." Kevin was nervous and hoping he didn't mess up.

"Oh, for the love of -" said Gwen as she took the axe from Kevin. Sunder started to growl as he charged at them. Gwen noticed this and swung the axe. A weird red vortex sucked Sunder in as Ben's arm was restored.

"I'm back in one piece!" said Ben

"Told you I could do it!" said Kevin

"I did it." said Gwen

"We did it together as a team." said Ben

"Anyway what happened to Sunder." asked Star

"That's a good question." said Julie

In the Null Void.

Sunder soon found himself surrounded by strange aliens.


	51. Ladies Night and Friendemies Bros

Ben was sitting in his room looking some stuff up on his computer. Then Star soon came in she was tangled up in a red ribbon.

"Ben do you mind giving me a hand?" asked Star

"Sure what do you need?" asked Ben as he turned around a saw that Star was tangled up. "How did this happened?"

"Well I was practicing a few of my spells and I got a little carried away. Then I soon found my self tangled up."

Ben started to chuckle a little. "Right laugh it up. Now give me a hand here."

Ben was about to help when a pillar of fire appeared. Then Tom came out of the pillar of fire. "Hello! What's up?" asked Tom

"Tom!" said both Ben and Star

"What are you doing here?" asked Star

"I was just wondering if we could hang out?" asked Tom

"Not until you get over your obsession over me." said Star

"I wasn't asking you Star. I was asking Ben."

"What?!" said Ben and Star in shock.

"This is a trap." said Ben

"No I really want to hang out with you, Ben." said Tom in a weird tone

"Then why do you want to hang out with me? You hate me."

"Well you see I was hoping that we could start over. I promise I won't get mad."

"Oh come on Ben it sounds like he wants to bury the hammer." said Star

"That's hatchet." said Ben

"Anyway if you are suspicious Kevin can always join you. And you can have like a guys night."

"What no I just want it to be Ben and me." said Tom

"Okay now I'm suspicious. Tom is up to something."

"I told you I'm not up to anything."

"Then you shouldn't mind if Kevin joins us." said Ben

"Fine! Call him and get him over here."

"Why don't we do this tomorrow?"

"Ah, sure why not." Tom said trying not to get mad. "So where you guys like to hang at?"

"Hmmm... Why don't we hang out here on Earth. We have a few great places here."

"Sure why not!" Tom then returned back to were he came form.

"Well lets just hope Kevin will join us?"

"I'm sure Kevin will join. But before we do anything else. Help me out of this!" said Star

"Oh right." Ben got out a pair of scissors and started to cut Star out of the ribbon.

"Ben if you, Kevin and Tom are going to hang out tomorrow night. You think I'll be able to hang out with my friends tomorrow night?"

"I don't know. You should have to ask my parents."

"I guess you right. I will go ask." Star left Ben's room and walked down the stairs. She found Ben's parents in the living room. "Carl, Sandra do you think I could have my friends come over and we can hang out tomorrow night?"

"I don't see the problem in that." said Sandra

"Thanks." Star went back up stairs and called Gwen, Julie, Phony Head and Kelly and invited them over for a sleep over. Kelly said she was busy and would not be able to make it though. Ben as well called Kevin and told what was going on. Kevin agreed to join Ben and Tom.

The next day the sun was starting to go down. Star opened a portal to St. O's and got Phony Head and brought her to Ben's house. Kevin drove to Ben's house with Gwen. Soon Julie got to ben's house. Then a pillar of fire and Tom came through.

"Okay, so your friend is here Ben. So we should get going." said Tom

"Before we go you might want to put this on." said Ben as he hand Tom an I.D mask.

Tom looked at it curiously. "What is this thing and what is it for?"

"That's a I.D. mask and it's will disguised you. So you can roam around here. Without worrying about scaring people or them attacking you." said Star

"Really? Because this doesn't look like it will fool anyone."

"Yeah, all it is a faceless mask." said Pony Head

"Just put it on." said Kevin

Tom put on the I.D mask and he was changed in to a normal human. Tom's horn and third eye was gone. His skin was like Ben's and Star's. Tom's hair color was changed to black. But his clothes stayed the same had on. "Okay, what kind of magic was that?" said Phony Head

"What do you mean?" asked Tom confused. He saw a mirror and looked and saw that he looked a normal human.

"It isn't magic it alien tech." said Kevin

"I never heard of an alien. What are they?" asked Phony Head

"Well you, me and Tom are aliens." said Star

"No we aren't. I'm a half-demon, Pony Head is a Unicorn and you Star are a Mewman. We are not aliens." said Tom

"Yeah, even I know that." said Pony Head

"Guys a alien are beings from another planet." said Star

"Oh." said both Tom and Pony Head

"Well we better start heading out." said Ben

Ben, Kevin and Tom left the house and headed to Kevin's car.

"This is a nice ride." said Tom

"Thanks." said Kevin

They entered the car and Kevin started to drive off with Ben and Tom riding as well.

"So were are we going to stop first?" asked Tom

"We are going to where we always hang out, Mr. Smoothys." said Ben

At Star's sleepover.

A timer went off in the kitchen. Star ran over to the kitchen and pulled out a tray of brownies. "Girls I made brownies."

"Oh, thanks B-fly!" said Pony Head as she took a brownie

"Thanks, Star!" said Gwen as she took a brownie as well

"Yeah, thanks!" said Julie

"It was no problem." said Star

They started to eat the brownies that Star made.

"Mmm, this is good." said Gwen

"Yeah!" agreed Julie

"Good work B-fly! said Pony Head

"All I did was follow the instructions on the back of the box." said Star

With Ben, Kevin and Tom.

Ben came back to group with three smoothies and started to hand them out.

"So you guys always hang out here?" asked Tom

"Yeah, we hang it out her a lot." said Ben

"Yeah, we had some good time together." said Kevin

"Really!?" said Tom

Back at Ben's house.

Star, Gwen, Julie and Pony Head were doing each others hair and makeup. Pony Head had a lot of makeup on and her hair was all big and wavy. Pony Head noticed that Star, Gwen and Julie were not wearing much makeup and there hair was done simply.

"Star, why do you look like that? Why don't you take it up a notch?" asked Pony Head

"Normal teenagers don't usually put on that much makeup." said Gwen

"But, me and Star aren't normal teenagers. Because we party all the time."

"That doesn't mean you can't look normal." said Julie

"They are right! And it's alright to feel normal every once and awhile." said Star

With Ben, Kevin and Tom.

"You can't be serious. You are making that up." said Tom

"No I'm serious. At my cousin's wedding I had to fight his fiancée's parents." said Ben

"And then you turned them to stone." said Kevin

"More like I dried them out."

"And you did this when you were ten?" asked Tom. Ben nodded his head. "Wow! You know you're not that bad Ben."

"I surprised you haven't tried anything yet."

"As I said before I wanted to start over."

"I guess you're kind of like Kevin."

"I don't see it." said Kevin.

at Ben's house.

Star, Gwen, Julie and Pony head were in Star's room. Pony Head set down a blue box.

"What is this box?" asked Julie

"It's a game called "Truth or Punishment"! The rules are there are three questions each one more difficult then the last and all we have to do is answer them." said Pony Head

"That sort of sounds like truth or dare! Except it's only truth." said Gwen

"Really?!" said Pony Head

"How do you play truth or dare?" asked Star

"Well you spin a bottle or a spinner. Then the person who it lands on is asked truth or dare by the person who spun it. If you chose truth you are asked a question and if you pick dare the person tells you to do something with in reason." said Gwen

"Why don't we play truth or dare?"

"Fine!" said Pony Head

with Ben, Kevin and Tom.

"Well we better get going." said Kevin

"Yeah, its about time we head back." said Ben

"I will say I enjoyed this." said Tom

"To be honest I thought you were up to something."

"Like what?" Tom asked nervously

"Like you only asked me hang out with so you could attack me."

"Well as you could see I was not up to anything at all."

They got into Kevin's car and they started to head back to Ben's house

At Ben's house.

The girls finished there game of truth or dare and Gwen and Julie were getting ready to head back home.

"Why are we stopping lets do a few more rounds." said Pony Head

"Pony Head it's getting late. And it's about time for everyone to be heading home." said Star

"Star's right!"

Star opened a portal to send back Pony Head. Pony Head went through the portal looking a little dispread that it was over.

Kevin's car pulled up and Ben and Tom got out. As Gwen and Julie were leaving Ben's house.

"So Ben did Tom try anything?" asked Star

"I guess he wasn't up to anything." said Ben

"You know you're not that bad, Ben." said Tom as he took off the I.D. mask and gave it back to Ben. Then Ben tossed the I.D. mask to Kevin. Tom summon a pillar of fire and walk through it and returned back to the underworld. Gwen and Julie got into Kevin's car and he drove them home.


	52. If All Else Fails

In the Tennyson house Ben and Star were getting ready for the campout that Grandpa Max had set up.

"Ben, what do you think is the surprise that Max said that going to be there?" asked Star

"I don't know! But knowing Grandpa Max its probable something gross for him to cook." said Ben

"With what you told me about his cooking. I wouldn't be surprised."

Soon Kevin's car pulled up with Kevin and Gwen in the car.

"It looks like Kevin and Gwen are here." said Ben as he saw Kevin's car. Ben and Star left the house and entered Kevin's car.

"I can't wait to go camping." said Star

"I'm guessing you never went camping. Being a princess and all." said Kevin

"No me and my dad went on camping trip before."

"Really! You have gone camping back on Mewni?" asked Gwen

"Yeah! But camping on Mewni most likely is different then here on Earth."

They got to the campsite and parked right next to Rust Bucket. Ben, Star, Kevin and Kevin got out of the car. Then they noticed that Moon was there as well.

"Why is my mom here?" Star whispered to Ben. Ben just shrugged there shoulders.

"Hello, Star!" said Moon

"Mom! What are you doing here?"

"I invited here." said Max as he exited

"Wait, so how do you two know each other?"

"I meet your mom during my years as a Plumber."

Moon realized Star might not understand what Max meant by Plumber. "Star! See a Plumber is... They are..." said Moon trying to figure out how to explain the Plumbers.

"Plumbers are interstellar police." said Star

"Yes! But how did you know that?"

"Well Ben told me about them. When he was telling stories about when he was ten." Star

"Well then I guess I don't have to explain it. Max and I meet a long time ago. I was 13 and it was just a few days till my birthday. I was exploring the forest. When I was attack by a monster I never seen before."

"It was probably an alien." said Ben

"He was a criminal. I had tracked him to that planet." said Max

"I was able to hold my own against it. Till Max came and helped me out. After it was captured Max told me about the Plumbers and asked me if I wanted to join the Plumbers. I said yes." said Moon

"Wait! Mom you were a Plumber?" asked Star in shock

"No! You see something happened between the time after I got the wand and when Max came back to Mewni. So I couldn't become a Plumber."

"What happened?"

"I'll tell you when you are older, Star."

"But after that we stayed in touch. She even asked me to set Star up here on Earth." said Max

"I shocked to find out you were staying at the Tennyson's house. Max told me a lot bout you Ben."

"Like what?" asked Ben

"He told me he is very proud of you and how a fine young man you are. You know if you want to date my daughter..."

"MOM!" shouted Star with her face all red.

After a while Ben, Star, Kevin and Gwen started to set the picnic table. Max was at the grill.

"So when are you going to tell stories about my dad?" asked Kevin

Moon heard what Kevin said. "Dose Max really knows that boys father?" Moon asked Star

"You mean Kevin, what I heard Max and Kevin's dad use to be partners." said Star

Moon and Star soon heard Kevin say something about squid. "Well I better get going. I learned the hard way Max has a weird taste in food."

"Yeah, Ben already told me."

Moon opened a portal and returned back to Mewni. After the portal closed an Earthquake hit.

"Earthquake!" said Gwen

Underground in an alien pod a rock hit it opening it. Then a Highbreed came out.

"Awake." said the Highbreed. The Highbreed started to run over to a computer and started to press some buttons. "Station log - my hibernation pod has opened. That means the unthinkable has occurred - the war is lost. I must complete my final mission." Then a red button showed up.

At the campout.

"So Grandpa how much did you tell Moon?" asked Ben

"Don't worry I didn't tell Moon about you having the Omnitrix or that you and Star are dating. That is something you two have to tell her." said Max

"Thanks." said Star

"Where was I with that story. Oh, right. Zap! One shot took down the three of them. Now all I had to worry about was the bomb. But time was running out." Max gave Kevin the squid patty on a bun.

"This is a regular burger, right?" asked Kevin

Ben lifted the top of the bun. "I see eyes and a beak in there. Is that okay?" asked Ben

With the Highbreed.

"The deed is done." said the Highbreed as he pressed the button.

At the campout.

Max started to scream out in pain knocking over the grill and falling to the ground.

"Grandpa? Grandpa!" said Ben in a worried tone. Star, Kevin and Gwen were worried as well. Then Ben and Kevin worked to together to lift up.

"Are you sure you're okay?" asked Gwen

"I'm fine. Thanks. Just got a little dizzy for a second." said Max as he regained himself. "Well, let's eat."

"I can't. You dumped my burger." said Kevin

"You dumped the whole grill, remember?" asked Gwen

Max turned around and saw the grill and the squid on the ground. "That was the last of my ground squid, too. I've got some hamburger meat in the freezer, though. I guess we could eat that." said Max

"Well, you know, if you're out of the squid, what can we do?" said Kevin as entered the RV.

Max picked up the grill as Ben, Star and Gwen left Max. "Drone seeds located and activated. Command-and-control sequence activated. Commencing command code self-test." Max stood up and knocked over the grill again.

Kevin walked out and saw that the grill was on the ground again. "Wasn't hungry anyway." said Kevin

Then Ben and Gwen ran over to Max. "Grandpa!" said Ben

Max turned around. "W-What?" asked Max

"It happened again." said Gwen

"We should get you looked at." said Ben

"There's no need. I'm fine. Look." But Ben and Gwen didn't look convinced. "Tell you what - let's get some sleep, and if I'm still acting goofy in the morning, we'll see someone about it then."

"Okay."

"Good night, kids."

Ben, Star, Kevin, Gwen and Max started to get ready for bed. Inn the middle of the night as Ben, Star, Kevin and Gwen were sleeping Max go up with a strange purple root growing on the right side of his face. In the morning Kevin was the first to get up.

"I'll get the chow. Last time Max made breakfast, we had scramble eggs and eyeballs." said Kevin. Kevin turned over and saw that Max was gone as the Rust Bucket. "Hey, Tennyson, Butterfly, Gwen? Wakey-wakey." Then Ben, Star and Gwen started to wake up.

"Where's the Rust Bucket?" asked Ben

"Where is Grandpa Max?" asked Gwen

"What's happening?" asked Star

"Yeah, that's why I didn't let you sleep in." said Kevin

"Gwen, can you get a fix on him?" asked Ben

Gwen's eyes started to glow purple. "Got him. He's heading west." said Gwen

"Then so are we."

"We have no time to lose." said Star

Ben, Star and Gwen ran over to Kevin's car. "No dinner last night, no breakfast this morning. What, are we on a diet?" asked Kevin as he made his way to the car. Kevin started the car and started to drive.

With Max

Max found himself with five other people.

"5 of 91 seedlings present. Sufficient animal biomass for fail-safe activation." said Max

Underground.

The Highbreed heard this on the monitor. "Excellent. Activating final stage." Said the Highbreed as he activated a few switches. Then these metal vines sprouted and wrapped around the humans that are there. And formed a pod around them.

With Ben, Star, Kevin and Gwen

"We go off-road from here." said Gwen

"You sure?" asked Kevin

"I'm sure."

Kevin then pressed a button and the car transformed into off-road mode. They soon found the Rust Bucket. They got out of the car and emidtily see the pod.

"What is that?" asked Star

"I don't know." said Ben

"What ever it is Grandpa Max is inside." said Gwen

"Not for long." Ben activated the Omnitrix then he slam it down. "Spidermonkey! I think I can cut this thing open."

But before they could do anything a Highbreed ran out carrying a blaster. "Come no closer to the seed pod, inferior filth."

"A Highbreed?" questioned Star

"Lighten up, will ya? The war's over." said Kevin

"Perhaps, but our defeat will bring you nothing but sorrow, vermin." said the Highbreed

"I'm getting my Grandpa out of there. I'd step aside if I were you." said Ben. Ben jumped up and was about to attack the Highbreed. But the Highbreed quickly blasted Ben. Sending him fly back into a hole.

Star ran over to check on Ben. "Are you alight?" asked Star. Ben gave Star four thumbs up.

"Nobody smacks him around but me!" said Kevin. He morphed his right hand into a morningstar and charged at the Highbreed. The Highbreed fired at Kevin but he ducked. Kevin swung his hand but the Highbreed blocked it with the blaster. The Highbreed hit Kevin with blaster and send him flying into a tree.

"And I'm the only one that smacks him around." said Star. She go her wand out and started to fire a few blasts. The Highbreed fired as well. The two blasts canceled each others out. "Narwhal blast!" A narwhal fired out of Star's wand. Star noticed that it didn't look right. The Highbreed grabbed the narwhal by the tusk with one hand and tossed it back at Star hitting her. Gwen fired a blast disarming the Highbreed. Then she fired a beam wrapping around the Highbreed. Gwen started pull the Highbreed. Then Highbreed grabbed the beams and moved his arms freeing himself and knocking back Gwen. Star and Kevin ran over to Gwen. Ben came out of the hole.

"Let's try hitting all at once, not one at a time." said Ben. Ben, Star, Kevin and Gwen surround the Highbreed. They were ready to attck the Highbreed. Then the ground started to shack. The pod went down into the ground and a giant would creature came out of the ground. The creature started to walk away. Ben and Star got up a higher to get a better look at the creature.

"What is that thing?" asked Star

"The end of the human infestation. The end of our war." said the Highbreed

"Don't you watch the news? The war is over?" said Kevin

"Yeah, we're friends now." said Gwen as Ben and Star got back down.

"Uh, could we go back to "the end of the human infestation" part?" asked Ben

"You are doomed." said the Highbreed

"I don't think so. You're gonna tell me how to stop that thing, or I'm gonna have to hurt you!" Then Ben turned back to normal. "Oh, figures. Stupid omnitrix."

"I don't have time to toy with an inferior. I go now to watch the destruction of your pitiful species." The Highbreed started to fly away

Kevin started his car and drove it around to pickup Ben, Star and Gwen. "Come one. We'll follow in my car." said Kevin

"Forget the car. I've got a better idea." said Ben as he activated the omnitrix and hit it. "Way Big!" Then Ben noticed that he wasn't Way Big but Humungousaur. "Oh, man! Humungousaur. I wonder if the omnitrix is still under warranty." Ben grew to his maxim height and started to charge at the creature. He grabbed one of the creatures legs but it didn't slow the thing down. Star and Gwen got into Kevin's car and started to head towards the creature. "It barely knows I'm here."

"Maybe I can get it's attention!" said Gwen as she made a huge purple shield in hopes of stopping it. The creature just walked right trough it. "So not my day. What about you Star?"

"I don't think I have anything for this." said Star

Kevin pressed a button and the roof of the car slid open. "It just needs a good pruning." said Kevin. He pressed the auto track button and pressed a different button ejecting himself from the car. He morphed his hands into blades and started to cut the trees on the creature as he fell towards the creature. He miss a branch and fell off the creature. The car stopped right in front of him as he got up. "Usually, I'm a murder on houseplants."

"The big problem is that Grandpa Max is inside that thing." said Gwen

"And with a bunch of other people, and don't want to hurt any of them." said Star

"So far, not really a problem." said Ben. He charged at the chreature and started to push on of it legs stopping it.

"Good job, Ben!" said Star as she and Gwen walked up some energy steps that Gwen have made.

"Hold it still, and we'll look for weak spots." said Gwen

Then creature then smack Star and Gwen and then soon Ben. Ben quickly gabbed Star and Gwen before they landed to the ground. Ben set Star and Gwen on the ground. Then he turned back to normal. Kevin joined them.

"We've tried going easy, and we've tried going hard. Now what?" asked Kevin

"We don't know enough about that thing to stop it. But maybe there's someone who does. Star your with me. Gwen, Kevin, try to slow it down." said Ben right before he started to run away. Star started to follow Ben. "We'll be back as soon as we can." Ben whispered into Star's ear. Star pulled out her dimensional scissors and open a portal. Ben and Star entered the portal. The portal took Ben and Star to Julie's house.

"Julie we need to borrow Ship." said Ben

"Okay! Ship!" said Julie as she called out for Ship.

"Ship! Ship!" said Ship as he came to the door.

"Thanks." said Star

Ship turned into his ship form. Ben and Star entered to the ship and flew to the Highbreed home world. Ben and Star soon meet up with Reinrassic. Ben and Star soon told him about what was going on back on Earth and about the Highbreed. The three of them started to fly back to Earth.

On Earth the military tried to attack the creature. But it didn't do anything to it. Then the Highbreed landed in front of them. The military pointed there guns at him.

"Idiotic cattle. You cannot hope to succeed." said the Highbreed

"Suppose we make you tell us how to stop it." said Kevin as he grabbed the Highbreed.

"Unhand me, vermin!" Then the Highbreed tossed Kevin to the side. Gwen fired a beam and grabbed Kevin and set him down onto the ground. "A lower life-form cannot force me to do anything."

Then Ship started to land near were Kevin, Gwen, the Highbreed and the military.

"No. But I can." said Reinrassic as he exited Ship.

The Highbreed turned around. "Who are you?" asked the Highbreed

"He's Reinrassis III, seventh son of the noble Hignbreed house of Di Rassa, direct descendant of the pure-blooded high order of Rasecht. And personal friend of mine." said Ben

"I am the Highbreed supreme." said Reinrassic

"Impossible! You are impure. Look at your hand." said the Highbreed

"Yes, look at it." Reinrassic showed the Highbreed that his hand has a seal. The Highbreed saw it.

"You wear the imperial seal!" The Highbreed kneeled. "My apologies, Highbreed supreme. Then our people have not been exterminated."

"Clearly."

"But I was only to be awaken if we lost the war."

"The war has ended. And it was settled peacefully, thanks to Ben Ben Tennyson."

"Peace...with the humans. Then what awakened me from hibernation?"

"It must have been some sort of accident."

"It must have been the Earthquake." said Gwen

"Whatever the cause, your orders are clear. Shut down that weapon."

"Supreme one, I would deactivate it if I could, but once a fail-safe sprouts, nothing can stop it." said the Highbreed

"You mean that thing's got and "on" switch but not "off"?" said Kevin

"What good is a fail-safe if you can turn it off?" asked Gwen

"But what if your fail-safe is turned against you. Then you will be happy that you added a "off" switch to it." said Star

"In any case. We implanted post-hypnotic seeds in several dozen humans who had been our prisoners. Those seed were to be activated and the fail-safe process started only upon our demise." said Reinrassic

"So, what's it gonna do - stomp us all to death?" asked Kevin

"No. The fail-safe needs a large power source to prime its destructive energies." said the Highbreed

"And when it's primed?" asked Gwen

"It will explode, and the resulting fallout will destroy your planet within minutes." said Reinrassic

"That's not good." said Star

Ben, Star, Kevin, Gwen, Reinrassic and the Highbreed got into Ship and flew in front of the creature.

"We're not gonna just stand here and let the brussels sprout that walks like a man nuke us, are we?" asked Kevin

"No but fighting it head-on hasn't worked." said Ben

"So, who said "head-on"? All plants release gases inn some way, right? So this one must have some kind of exhaust port." said Gwen

"And if we can find it, we can get inside and try to stop it from there."

"Really? We're gonna climb up its exhaust port?" asked Kevin

"You're going to climb. I'm going to fly." said Ben as he activating the omnitrix and hit it. "Jetray!" Ben started to fly away and Star fired a ribbon that wrapped around Ben's tail. Star held onto the ribbon as she was carried by Ben through the air. Gwen and Kevin soon caught up with Ben and Star.

"If you ever tell anybody about this..."

"Trust me - it'll be our secret." Ben said back to his normal self. Ben, Star and Gwen were covering there noises.

"What do you think would happen if I lit a match?"

"Don't." said Star

They made there way through the creature.

"These are like veins. And we're in this circulatory system...or something." said Ben

"The little ones carry fluids. The big ones exchange carbon dioxide for oxygen." said Gwen

"Then let's try and get to the center - the heart of brain of this thing - and shut it down."

"I have a feeling that they'll let us." said Star as she saw 5 strange looking creatures that look almost like Highbreeds.

"We're like germs."

"So, it sent antibodies to stop us." said Gwen

Ben activated the omnitrix and hit it. "Diamondhead!" Ben started to fire crystal at one of the creatures. The creature then hand shot out and wrapped around Ben. Kevin started to battle with one of the creatures. He punched it around quite a bit. He jumped up and was about to hit the creature. The creature fired a tentacle out of it's chest and it wrapped around Kevin. Star and Gwen worked together and fired blasts at the last three creatures. But it didn't worked the creatures kept coming at them. The creatures shot there hands out and wrapped them around Star and Gwen. One of the creatures tried to but Ben in a pod like thing. Benn kick one of the creatures away. The creature was sent fly away then a cord on its back was broke off. Ben got out o the pod as the creature turned back into a human.

"What did you do?" asked Kevin

"They're all attached to the walls by vines." said Star

"Kind of like umbilical cords." said Gwen

"Or power cords." said Kevin. He got up and kicked one of the creatures and disconnect it from the cord. Ben got Star, Kevin and Gwen free. They each cut a cord freeing the rest.

"No sign of grandpa Max." said Gwen

"So we keep looking." said Ben

Star used her dimensional scissors and send the people to safety. Then they head furthered inside the creature.

"Are you sure this is the right way?" asked Star

"Pretty sure." said Ben as he pointed to Max.

"It looks like the fail-safe's using him as the brain." said Gwen

They made there way up to Max.

Outside.

The creature kept getting to the power plant. It soon grabbed on to the building and started to drain the power. The Highbreed flew up into the air.

Inside the creature.

"Grandpa! You're the only one who can stop it! Focus on my voice!" said Ben. Then the vines started to tighten around Max.

"The power of love isn't cutting it." said Kevin

"So why don't we do some cutting ourselves." said Star

Ben, Star, Kevin and Gwen split up and each tired to cut or destroy the vines. But the vines either repaired or was replaced by anther.

"Any house I ever have is gonna have a desert landscaping - no plaints!" said Kevin

"Why didn't I think of it before?" said Ben. Then he returned to normal.

"Think of what?" asked Star

"We're fighting a giant plant, and I've got an alien that can control plants." Ben activated the omnitrix and hit it. "Swampfire!"

"Can you control all this?" asked Gwen

"Probably not. But I should be able to cut the connection to Grandpa Max." Ben walked to Max and grabbed the thing that was connected to Max's head. Then after a few seconds it came off and the vines that were holding him let go.

Max let out a sigh. "So, Devlin Levin laid down cover fire while I defused the bomb. Have I told this story before?" asked Max

Both Ben, Star, Kevin and Gwen were happy that Grandpa Max was back to normal.

Outside.

The creature stopped draining power. Then it started to fall forwards. It landed on a building and started to crush it.

Inside the creature.

"There's no brain making this thing stand anymore!" said Ben

"If we're still inside when it falls over..." said Gwen

"You have a bigger problem." said the Highbreed

Ben, Star, Kevin, Gwen and Max turned to see the Highbreed.

"Here to finish the job, huh?" asked Kevin

"As a matter of fact, insect, that is precisely why I'm here." The Highbreed walked over to where Max was before.

"We'll fight you!" said Ben

"You understand nothing. My orders were to destroy you, so I unleashed this weapon. Now my orders are to stop it, and so I shall." The Highbreed put on the helmet.

"But this place is coming apart! If you stay here -" said Star

"All the more reason for you to gather the other humans and leave this place. Go now!"

Star pulled out her dimensional scissors and opened a portal to get out of the creature.

Outside

The creature stood back up and it started to fall over not landing on anything.

"Ben Ben Tennyson!" said Reinrassic

Ben, Star, Kevin, Gwen and Max walked out of a portal.

"Is just fine, and so are we. Thanks for asking." said Kevin

Then Reinrassic started to walk over them.

"You okay, Grandpa?" asked Ben

"I am. Good work, kids." said Max

"Yes, Ben Ben Tennyson. You have once again done well." said Reinrassic

"Not that well. The other Highbreed was in there. He's the one who saved the power plant." said Ben

"He was a soldier doing his duty. There is no higher honor for a Highbreed."

They walked Reinrassic to Ship.

"I would suggest you removing any and all doomsday plans you have on other planets." said Star

"That's a good idea."

"Come on Reiney. I'll have ship give you a ride home." said Ben

"Grandpa, are you really okay?" asked Gwen

"Yep. I really am. Except for one thing. This little has definitely put me off my vegetables." said Max


	53. Into the Wand

Star knocked on her spell book. Then an eye appeared on one of the crystals.

"Who is it? What do you want?" asked Glossaryck from inside the book

"It's me Star." said Star

"Oh right." Glossaryck open the book but it didn't open all the way because of a chain. "I always forget the chain." Then the book open up and Glossaryck came out of the book. "Star Butterfly future Queen of Mewni. What do you want?"

"You see my spells have been coming out weird. Look what I mean. Narwhal Blast!" Star fired out several Narwhals that looked strange. Glossaryck noticed this and started to get a little sick.

"Okay. I see you can stop." Star stopped firing. Glossaryck regained himself. "It's not your spells, it's your wand. It's contaminated."

"Contaminated? What is causing it?"

"The only way to find out is to go into your wand."

"Wait, you can do that?"

"Of course, but we won't."

"Why not?"

"Because decree of Moon the Undaunted Queen of Mewni. You must be this tall to go on that ride." Glossaryck put his hand above Star's head and pointed to the wand.

"Mother!" Star said in a aggravated tone. Star walked over to her mirror and pulled the curtains over it. "Well I say Star the Plumber future Queen of Mewni. Here by decree put me in my wand."

"Okay."

"Good now I can fix the wand."

"But before we go in there is a few thing you need to know before we go inside." Glossaryck took a seat of the book and Star took a seat next to him.

"Like what?

"The wand is an extinction of your memories. So you must find the thing that does not belong."

"Okay, find the thing that doesn't belong. Got it!"

"Good are you ready."

"As ready I can ever be."

Glossaryck clapped his hands. "Alright we are inside."

"But we are still in my room."

"We are in the memory of your room inside of your wand." Then Star noticed that her wand was gone. "Now from this point on it's very very important you only listen to the sound of my voice and nothing else. Or else we will get separated."

Then Ben came into the room. "Hey have you seen my jacket?" asked Ben

Star didn't acknowledged Ben and kept her attention on Glossaryck. The two of them started to look around the wand. They first end up at the school. They started to looked around. Them have seen stuff that was out of place. But it was all stuff Star knew about. As they searched Star thought she saw something that looked like herself in the corner of her eye and looked back. But when she looked back what ever was there gone now. "What, is it Star?" asked Glossaryck

"It's nothing." Star said surging it off. The two of them continued to search. There search lead them to the castle. Once they entered the castle the entered a room with a bunch of large pictures hanging on the walls. "This is the grandma room." Star said recognizing the room. "I haven't been in her since I was a little baby." Then the roof of the room started to open up in the shape of a start letting light come in. Then soon panels started to come up from the ground. Star walked over to one and saw it had something written on it and started to read. " _Celena the Shy._ Oh Great Great Grandma Shy. _What hides behind the golden fan the hand does sweetly hold a trove of cosmic secrets that never will be told._ It's okay you can trust me." Then Star walled over to anther panel and started to read it. " _Salaria the Monster Carver. A castle stormed is a hero born, with might as strong as steel. Kneels the void before her and the crushing force she wields._ " Then she found another panel. " _Eclipsa Queen of Mewni to a Mewmen King was wed, but took a monster for her love, and away from Mewni fled._ I didn't know one of my ancestors was in love with a monster." Star then noticed a picture with someone that looks like Moon. "She looks like my mom." Then after a second she relived that was her mom. "Wait that is Mom." Star quickly went over to panel to read it. " _The immortal monster will long be haunted by the darkest spell of Moon the Undaunted._ My Mom fought Toffee." Star said in a shocked tone.

"Star you have to focus on the thing that doesn't belong. We don't have much time in here."

"Why?"

"Because if you stay in the wand to long or something bad will happen. Oh no." Glossaryck then saw anther Star came into the room.

"What is it?" Glossaryck pointed to the Star that came into the room. Star turned around and saw anther Star. "So its the memory of myself."

"No Star. You and me are the only ones that are not in your wand."

"Then what does that mean?"

"It's not good. I don't have time to explain. Just jump into my eyeball. And that's what I said. Come on hope in."

"But I still haven't found it yet." Then there was a rip sound. Then star saw what looks like a finger on the floor. Then Star relived that was what she was looking for. "That's the thing that doesn't belong." Then 12 more Star showed up in a circle around the finger and the repeat the last thing Star said.

"Star we got to go now. Get into my eye." But Star raced for the finger and the other Stars followed. Star was first to grab the finger. "Okay that's it." Glossaryck quickly went to Star and put her in his eye.

Back in the real world.

An eyeball appeared and grew big. Star started to come out of the pupil of the eye. The eye shrank back down and Glossaryck retuned to normal. "Pupil juice." Star then noticed the finger she got from the wand on the floor. She picked it up. "Glossarck."

"What?" asked Glossarick as he got up.

"I think we did it."

"That's kind of gross. Lets get rid of it." Star walked over to her closet and tossed the finger in there. Then she took a seat on her spell book. "That's not exactly what I meant"

"You know what I might have not have been tall enough to go on this ride."

Glossarick floated over to where Star is. "I'm not tall enough to go on any ride. Yet I have been on them all."

"You know your eye is falling out a little bit."

"Oh, thanks. I'll just put that back in. So are you going to test out your wand."

"Maybe later."


	54. In Charm's Way

It was a beautiful day at the beach. There were two kids playing with a volleyball one was a boy and the other was a girl. Then soon the volleyball hit Kevin in the head. The kids walked up to Kevin.

"Hey, can we have our ball back?" asked the boy

"Sure, kid." said Kevin. He reached for the volleyball and accidently popped it. "Here you go." and tossed it to the boy. The boy walked away as the girls stick her tongue out at Kevin before she left.

"Nice Kevin! What's next kicking puppies?" asked Star

"This little outing was Ben's idea."

"Come on Kevin! You got to lighten up." said Ben

"No one's the boss of me, Tennyson. Remember that."

"Please, lighten up, Kevin." said Gwen

"Okay, Gwen." Then both Ben and Star started to chuckle. "What? What are you two thinking?"

"I'm not thinking anything." said Ben

"Me neither." said Star

"I can vouch for that. Hey, anybody want to get me a bottle of water?" asked Gwen

"Can you get me one as well?" asked Star

Both Ben and Kevin looked at each other. "Rock, paper, scissors?" asked Ben. Ben and Kevin played the game. Kevin through out paper and Ben through down scissors. Then people started to scream. They saw a rock creature come out of the water and made it was to shore. Gwen put up an energy shield to stop the creature. But it just walked right through it.

"That's new." said Gwen. Then both Gwen and Star started to fire at the creature. Gwen blasts had no effect on the creature. But Star's were working. The creature started to deflect the blasts from Star and one hit Kevin's I.D. mask. His discuses disappeared and he took of the I.D. mask.

"Great." said Kevin

"Sorry." said Star

Ben activate the omnitrix and hit it. "Goop? I was going for Cannonbolt!" said Ben. Kevin morphed his hands and started to hit the creature. Then creature picked Kevin and slammed him on the ground. Ben flow up into the air and splatted on the creature's back. Ben started to us his acid to hurt the creature.

"Ben get clear - now!" said both Star and Gwen

"Why is that?" Then Ben turned his head and saw a vortex. "Oh! I see why!" Ben got of the creatures back. Then the creature was sucked into the vortex. Ben then turned back to normal. "Magic vortex - nice work, Gwen."

"It's wasn't me." said Gwen

"Well then, good work, Star."

"It wasn't me either." said Star

They walked over to Kevin. He started to get up form the ground. The boy came up to him. "What are you looking at?" asked Kevin

"It's okay. I totally get why you busted my beach ball. You're a superhero who's really a monster. Guys like you are always mean." said the boy before he walked away.

"Why, you!" Kevin was about to go after the kid. But Gwen stopped him

"It's okay, Kevin. It's okay." said Gwen

"No, its not!"

"I don't know how to help you."

"Why is that a surprise? You don't know how to do anything."

"Oh, he did not just say that." Star whispered to Ben

"What did you say?!" said Gwen a little angry

"I didn't ask you for any help." said Kevin also angry. Then Kevin started to leave. "I'm gonna go fix my I.D. mask."

Later that night Ben, Star and Gwen were seating outside of Gwen's house.

"This is ridiculous. I should never be listen to you two. I should be helping Kevin cope with what's happen to him." said Gwen

"I don't think he needs you right now." said Star

"What do you mean by that?" Gwen asked in a little angry tone

"My mom told me. That you should be there him when he needs you."

"Wow - can't argue that logic." Gwen said sarcastically

"I think Star means is that. At the end it will be Kevin up to him when he decides to cope with it." said Ben

"I see what you mean now." said Gwen

Kevin was on the beach with a blank stare. Charmcaster was there with a few rock creatures as well.

"Your mind is a blank." said Charmcaster

"Totally." said Kevin in a robotic tone.

"You will bring Gwen Tennyson to the planetarium at midnight." Kevin nodded his head. "Taking her boyfriend was just the warm-up. There, I will use the full power of concentrated moonlight, siphoned through a mystical field, to steal her very essence. By the time I'm done, there will be nothing left of her."

"She probably won't show up when I tell her that."

"Don't tell her, you simpleton!"

"Hey, give me a break. My mind's a blank."

Charmcaster grunted in anger. "Just bring her. Talk her into it. Make an excuse. Force her, if you have to. Here..." Charmcaster snapped her fingers and a neckless appeared around Kevin's neck.

"And if Ben and Star tries to stop me?"

"Destroy them."

"'Kay."Then Kevin started to walk away.

With Ben, Star and Gwen.

"Trust us, Gwen. Give him some time on his own, and he'll feel better." said Ben

Maybe you two are right. I'll see you two tomorrow." said Gwen

"See ya." said both Ben and Star

As Gwen was going into her house Kevin pulled up in his car. He got up to the car and walked up to Ben, Star and Gwen.

"Couldn't fix the I.D. mask?" asked Gwen noticing he wasn't wearing it.

"I don't need it." said Kevin in a strange tone

"Star I think there is something wrong with Kevin." Ben whispered to Star

"Gwen, you should come with me."

"Yeah, there is." Star whispered back to Ben.

"What? Why?" asked Gwen

"We could... go out to a stock-car race." said Kevin

"I don't like racing. Either way I have to hit the books." Gwen started to head back into the house. But Kevin grabbed her arm.

"I meant to say, we should go on patrol, you and me."

"Since when do we go on patrol?"

Ben and Star nodded there heads.

"We should patrol together." said Ben

"You need to come with me now. We're going to the planetarium." said Kevin. He started to take Gwen to the car. Then Ben and Star got in front of Kevin.

"Can we come?" asked Ben

"I would like to see the planetarium." said Star

Then Kevin picked up Ben and tossed him to the side. Star quickly pulled out her wand and blasted Kevin. Kevin was blasted so hard he let Gwen go. Gwen came to Star. Kevin then got up and started to walk towards Gwen. "We're going to the planetarium. Have to be there by midnight." said Kevin

"Kevin, I don't want to hurt you!" said Gwen

"That makes one of us. Time for Humongousaur!" said Ben as he activated the omnitrix then he hit it. Then Ben saw who he turned into a different alien. "Diamondhead? I can work with this." Kevin was still heading towards Gwen. Then Ben made a crystal in front of him. That got Kevin's attention. Kevin's hands changed and Ben made on of his hands into a shield. Gwen then but a shield to stop Kevin. But Kevin just ran right through it.

"Huh? Now he's running through my shields? What's going on?" asked Gwen

Kevin and Ben started to trade blows. "Is that all you got?" said Ben. Kevin hit Benn sending him back. Ben sprouted crystal from the ground to knock Kevin down. Ben jumped of the crystal. Kevin dodged Ben. He found himself crash in the ground. Kevin picked Ben up. Kevin was about to finish Ben. Then Star blasted Kevin sending him flying back into the crystal. As Kevin was getting up Ben covered Kevin in crystal. The neckless that Kevin was wearing started to glow and he soon broke free. "There is plenty more where..." Then Ben turned back to normal. "This is not good." Kevin then picked up Ben.

"Ben, get that charm he's wearing his neck." Ben quickly grabbed it and got out of Kevin's grasps. Then Gwen fired a blast and trapped him onto a tree.

"Um... someone want to fill me on why I'm pinned to a tree?" asked Kevin

Gwen let Kevin go and they can talked it over to get information.

"Her name was Caroline?" asked Ben

"Yeah, silver-haired girl - had magical powers." said Kevin

"Charmcaster - It has to be." said Gwen

"Who's Charmcaster?" asked Star

"She's a person we use to fight when Gwen and I were kids. And by the look like it she's obviously looking for some payback. Do you remember anything else?" asked Ben

"I remember, we were talking." said Kevin

"About what?" asked Gwen

"Stuff, you know. It's all kind of blurry after she kissed me."

"She kissed you?" Gwen asked with a hint of anger in her tone

"Yeah. I didn't mean to tell you that part."

"Really?" Gwen walked over to the passenger side of the car.

"That was a dumb thing to say." said Ben

"Can't argue with you there." said Kevin

"She wanted me at the planetarium at midnight." said Gwen

"Yeah. So?"

"So let's be there."

"It's got to be a trap." said Star

"Bring it on."

They got into Kevin's car and started to drive to the planetarium.

"It's not like I was kissing her...much. It was like 80% her kissing me." said Kevin as the pulled into the planetarium.

"You really need to be quiet now." said Gwen. They exited the car. Then the doors of the planetarium burst open as two rock creatures came out. Gwen fired a few blast at the creatures. But it had no effect. "She's got them charmed against me. My power is the substance of magic She's ready for anything I've got." One of the creatures attacked. They dodged the attack. Gwen made stairs and walked over the creatures. Kevin started to attack the creature that attacked them. Ben went for the omnitrix and noticed it light was flashing red. The second creature was about to attack Ben. Then Star blasted the creature. Gwen ran into planetarium.

"Oh no, the omnitrix is on the fritz!" said Ben

Kevin continued to battled the rock creature he was fighting. And Ben and Star worked to together to fight the other one. Ben lured the creature as Star lined up a shot on the creature. Star fired taking off the creatures head. The two of them noticed a purple light from the planetarium. "That doesn't look good." said Star. Then the rock creature pick up his head and put it back on his body.

"Look out!" Ben said once he saw the creature was alright. They were prepared to battle the creature when Charmcaster appeared.

"Leave them, you useless piles of rock. They no longer matter." said Charmcaster. The creatures stopped and went to Charmcaster.

"Where's Gwen?!" said Kevin

"She's all yours. You're perfect for each other. All of you powersless to stop me." Then she laughed evilly as she and the creatures disappeared.

Ben, Star and Kevin went into the planetarium. They soon found Gwen. She was starting to get up off the ground. "You okay?" asked Ben as they got to her.

"She stole all my power. How do you think I am?"

"Okay, your weak." said Star

"I deserve this. I was to angry."

"I can see how she would make you..." said Kevin

"I was angry with you!"

"Wait. Me?"

"No! Okay, yes, a little. I mean, why were you even hanging out with her?"

"Because I thought she liked me."

"And I don't?"

"If you like me so much, how come you haven't bothered to find a way to change me back?"

"Dude, stop talking!" said Ben

But Kevin didn't hear Ben. "After all, as long as I'm a monster, no other girl would want me, right?"

"Stop talking Kevin!" said Star

Gwen put her hand on her face. "We are not having this conversation. We're going after Charmcaster. I have a plan." said Gwen

"Hold up. How do we know..." said Kevin

"Kevin, let's go." said Ben

Ben, Star and Gwen started to leave the planetarium. "I don't think so - no this time." Kevin said to himself.

Ben, Star and Gwen were at Mr. Smoothy.

Ben and Star both finished another smoothie.

"How can you two keep all those smoothies down?" asked Gwen

"Years of practice." said Ben

"And I had some weirder stuff before." said Star

Then there was a flash of purple light. "Well enjoy it. It's your last." said Charmcaster as she, Kevin and two rock creatures appeared. Charmcaster eyes glowed purple. She saw that Gwen didn't have no magic. But Star was a different story. "Wait! Gwen doesn't have any power left!"

"Oh, yeah. I was lying."

"Well, I'm telling the truth. I'm going to destroy you all! And then take Blondie's magic. Oktoom!" Charmcaster blasted a truck. This made the car turn on and drove at Kevin. Kevin stretched out his hands. Kevin was getting pushed back by the truck.

"Kevin!" said Ben

"And that's not all. Oktoom eradico!" Charmcaster blasted the Mr. Smoothy sign. Then a giant Mr. Smoothy mascot came to life.

Ben activated the omnitrix and hit it. "Upchuck! I got this!" Ben charged towards the smoothie. Gwen and Star each dodged a rock creature that attack them. The Smoothie fired something at Ben. He ate it and fired a energy back at the smoothie. Ben jumped up on to of the smoothie and started to drink it. Kevin tried to stop the truck because they were heading towards a building. Gwen and Star were running away from the creatures. Star jump over the creature that was chasing her and blasted it into the other. Star soon joined Gwen.

"Oh, you two are useless!"

"You're the one who's useless, Charmcaster." said Star

"Yeah, can't even take on one powerless girl. Come on - hand to hand, no powers, just us." said Gwen as she took a fighting stance. "Or are you afraid?"

"Oh, right. And now I get all angry and slug it out with you, and you knock me out cold with your karate. So how about instead I just steal Blondie's magic and then shut you up forever?!" said Charmcaster. Then fired a blast at Star. But Gwen got in front of it at the last second. "It looks like I'm going to take care of you first then."

"Reverto maeus opsmihi!" Then fired a blast and hit Charmcaster. Then energy started to leave Charmcaster and enter Gwen. "I still have your old spell book."

"No! You can't take the power back. It's impossible! I crushed you!"

"Your problem is that magic is the only thing you're about. But for me magic is only one aspect of who I am." Then the energy stop flowing.

"Get them, you useless piles of rock!" The creatures started to charge towards Star and Gwen. Star got ready for battle. But Gwen fired a beam and opened a vortex.

"You're also not the only one who can conjure up dimensional vortexes."

Then the creatures were sucked in and soon was Charmcaster as well was pulled towards it as well. One of the creatures grabbed a pole as the other was sucked in. Charmcaster grabbed the creatures leg to stop from going into the vortex. "Help me! Help me, you brainless boob! Don't let go, you useless lump!" Then the creature let go of the pole "You did that on purpose!" Charmcaster and the creature where sent into the vortex. Then to vortex closed.

"I got to learn that spell. And thanks for the save there." said Star

Then the car that was pushing Kevin stopped. Kevin pushed it back where it was before. Then he walked over to Gwen and Star. "Good timing. That truck was really giving me problems. It was kind of humiliating." said Kevin. Then Ben accidently vomit on to Kevin. "Obviously, just a warm-up for this humiliation." Then Ben turned back to normal.

Later that night Ben, Star and Kevin were at the beach. Kevin started to come out of the water all clean. He walked up on the beach.

"Good idea, Tennyson." said Kevin

"It's the fastest way to get cleaned off. I'm involved in a lot of spills." said Ben

"Where's Gwen?"

"She went home. You hurt her pretty bad." said Star

"I hurt her? I'm the one who looks like this, and she hasn't done a thing about it."

"You are a giant, rock-faced jerk!" said Ben and Star

"Yeah, whatever."

"Not "whatever." She's spending ever spare moment going through every magic book she can find to try to help you." said Ben

"She even went through mine." said Star

"She's been doing it since the accident."

Kevin face change to one of shock once he heard that. "She...she never told me." said Kevin still a little stunned

"Should she have had to?" asked Star


	55. Page Turner

Star was laying on her bed as Glossaryck was picking chip out from a bag and tossing them on the floor.

"Will you stop that. You are making a mess." said Star taking about the 6 bags and all the chips that were in them on the floor.

"There is only one chip worth eating. You know you could be practicing your magic." said Glossaryck

"I have been wait for you. So I can learn. Also if your going to toss the chips away. At less aim for the trash can."

"Oh!" Glossaryck then started to aim for the trash can. But it miss and still went on the floor. "I can still teach and do this at the same time."

Star walked over to the book with Glossaryck floating in a bag of chips he was still picking from. "So what are we going to learn to today?"

"You know what why don't you pick. Pick anything! After all you read the book several times. There probable a spell you didn't get or understand. Maybe even a page you couldn't read."

"Really?! And my mom will be cool with it?"

"Yes, there is a lot I do that your mom isn't cool with." Glossaryck dived into the bag.

"I know exactly what I want to learn." Star opened the book and started to turn through the pages.

"Yes! The perfect chip!" Glossaryck said as he floated out of the bag with a chip in hand.

"This is the chapter I want to lean to day." Star said as she pointed to a page with what look like a skull and chains over it.

Once Glossaryck saw the page Star was pointing to. "Oh, no! No!" He quickly closed the book and took it away.

"Hey, you said anything!"

"It's the most dangerous chapter in the book. It shouldn't even be in there. Your mom would totally freak out."

"But Glossaryck its the only chapter I haven't read yet. And what's the harm in reading it?"

"Well Star, I could taint you." Glossaryck said as he move closer to Star for effect. Then Star took Glossaryck chip from his hand. "Perfect Chip!" Star walked back a few feet.

"Unlock it!"

"Hostage-taking! Classic Butterfly."

"Unlock it or else."

"You wouldn't..."

"I wonder how flexible a chip is." Star look like she was about to snap the chip in two.

"Okay! Okay! You win!" Star stopped and gave it back to Glossaryck. He took the chip and ate it.

"Okay, no let me read it."

"Okay, but first..." Then Glossaryck used his gem on his forehead to push Star further away.

"Hey, this wasn't the deal."

"Well, I'm so sorry. But your without your bargaining chip."

"Fine! I'm standing right here. Open it!"

A key came out of one of Glossaryck big toes. He then unlocked the chapter. The chains disappeared and the skull dropped to the floor. "Okay! Now I'm going to show you it for a split second." Glossaryck was about to turn the page. Then he started to vibrate. "Bureaucracy of Magic." Glossaryck put two of his fingers to his right ear. "Yes, this is he. This is kind of a bad time..."

"Tell them your busy." Star whispered

"Are you listening to me. This is not a good time. This is the worst time. Star I'll be right back. Don't turn the page." Then Glossaryck's eyes went black.

"Glossaryck! Glossaryck!" Star said a little worried. Then Star tapped Glossaryck but he didn't respond. "Well I better call mom." Star walked over to her mirror and had it dial her mom. But Moon never answered. Star hanged up and walked back to her book. Star was staring at the page. Then Ben, Kevin and Gwen entered the room. They saw that Star was staring at her spell book and Glossaryck was floating across the room.

"What's wrong with Glossaryck?" asked Ben

"He is on the fritz." said Star

Gwen walked over to Star and saw that she was at the part of the book that was locked before. "Wait isn't this the chapter that was locked?" asked Gwen

"Yeah! I would read it but Glossaryck told me not to turn the page. But he didn't say anyone else couldn't turn the page." Star stared at Ben, Kevin and Gwen hoping one would turn the page.

"Let me guess you want one of use to turn the page. So you won't get in trouble." said Kevin

"Pretty much." Star said with a smile

With Glossaryck

He got to the top of the stairs and found himself back on the first floor.

"Stairs are on the fritz too." said Sean. Glossaryck started to get mad as his eyes started to glow purple. "Now, Mr. Glossaryck. No magic in the building." Glossaryck blasted the sign that said no magic. He lifted his arms up at the floor he was on shot up to where the top floor was. He the went into the room. Where 4 creatures were waiting for him. One was a sphere but it looked like it wasn't his body more like the sphere was use for communication. Another had a crystal for a head and was wrapped in a clock. The third was a goat creature with bat like wings. And the last was a white skin female with long red hair, 2 horns and a flame in the middle of the horns. She was wearing a yellow dress with some orange at the end of it.

"You're probable wondering why you are here." said Hekapoo as a chair pulled up for Glossaryck.

"Children, the only thing I wonder. Is why you waste my time?" asked Glossaryck

Then Rhombulus jumped on to the table. "Don't call me a Child. You're the child. I have chest diamonds bigger then you." said Rhombulus as he reviled his body. His two snake hands started to glow.

"Rhombulus!"

Rhombulus fired a beam at Glossaryck. "Rhombulus, you still mad about my last visit." said Glossaryck no attempting to dodge the beam. He was then in a crystal. Then the crystal broke and Glossaryck was free. "Excuse me, sorry. Don't mean to be rude. Getting stronger though, huh? That's good."

Rhombulus got off the table. "You always do this." said Rhombulus as he tossed the table out the window in frustration. He tried to jump on Glossaryck. But he dodged Rhombulus. Rhombulus was about to strike when Glossaryck made the gem on his forehead flash. Rhombulus steped back and started to fire crystal shards at Glossaryck.

Glossaryck started to dodged the crystals shards. "You bring me here. While I'm at work." Glossaryck flew behind Rhombulus and use he's gem to hit and send Rhombulus flying. "Doing my job." Glossaryck used he's gem to make a hammer and was about to attack Rhombulus.

"Yes, Glossaryck." said a voice Glossaryck turned and saw it was Queen Moon. "That's exactly what we are here to talk about."

"My liege." Glossaryck said as he bowed.

Sean set up a new table for the Magic High Commission. "The Commission has discovered a problem. Something somewhere is sapping the power of magic from the universe."

"Yes, that would explain the fritz."

"That's what I've been saying!." said Rhombulus as he seat in a chair in the corner.

"Hey! the time-out corner is not on the fritz!" said Hekapoo

"Stupid Glossaryck. Stupid time-out." Rhombulus mumbled

"Omnitraxus has been searching for the leak's cause. Omnitraxus, what have you learned?" asked Moon. Omnitraxus voice was all muffled and no one could hear what he was saying. "Hello? Omni? Can you hear me?"

"Check the inputs."

"You, out!" said Hekapoo

Rhombulus got up and started to leave the room as he mumbled under his breath. Lekmet started push some buttons on the mechine below Omnitraxus. The sphere started to cycle through various images, including Toffee. Then he stopped on a tomato can. Lekmet started to drool.

"Well, whatever's causing it. I want everyone to be on their toes. Especially Star. I need you to accelerate her training." said Moon

"Yeah... no!" said Glossaryck

"Why all the riddles? You were always very direct when you were training me."

Glossaryck let out a sigh. "Well, it finally happened. Every wants to tell me how to do my job. "My training was different." You know what Glossaryck hears? Me, me, me, me, me! "I'm going to pull my mentor away from his job so I can be in the spotlight again." The only Butterfly to leave me be was your great-great-great-great-great-great-great-great grandmother Eclipsa the Queen of Darkness, whose chapter, coincidentally, you left Star alone with when you pulled me into this wonderland of red tape." Glossaryck hit the sphere and it showed Star and Gwen were reading the chapter. "And it looks like she is already reading it." The High Commission started to scream except for Queen Moon. "You all did this because you don't trust me, and what's worse, you don't trust Star. My Queen. My Queen, your training was different because Star is different. You have to have faith in her to make the right choices that are best for her. And my job is to train Star to be a Queen." Moon nodded as her frown started to turn into a smile. Glossaryck then returned to his body. He saw that Star at her deck reading the book. he floated over to her. Star closed the book. "You read the whole thing?"

"Yeah!" said Star

"And?"

"it wasn't all that. I mean, I get. Power of darkness, forces of evil, eternal suffering, blah-blah-blah. But honestly, didn't affect me that much. I guess it just wasn't my thing."

"Yes!" Glossaryck whispered to himself.

"Kevin on the other hand..." Kevin's eyes as him and Ben were fighting in the backyard. They saw it happening through the window. "To be honest we are not surprised that this happened."

"Don't worry, there's a spell to fix this."

Author notes:

Dragon Storm: I don't plain on doing alien swarm or heroes unite as form Omniverse I have some plains for it.

Also thanks for the 100 favs people


	56. Ghost Town

It was a peaceful night. Ben, Star, Kevin and Gwen were at the miniature golf course. Gwen was getting ready to make her shot.

"Come take the shot all ready." said Star as she started to get impatient

"Ben, was the one who suggested miniature golf." said Gwen

"That's because there was supposed to a rogue alien wrecking this place." said Ben

"It's supposed to be a little cute alien, not a scary one."

"Whatever! Scariest thing so far is how bored I'm getting." said Kevin

Then Gwen took the shot and then the golf ball went into the hole. "Yes! Another hole one!" Gwen got out the paper to keep score and wrote it down. But the golf ball popped out of the hole. "I'm still going to count that." Then what looks like a small pink furless creature poked out of the golf hole.

"We found him! Let's bag him and go home!" said Ben. Then the creature shot out a green mist. The mist hit the golf ball making it dissolve. "That's not good."

The creature retreated back into the hole. Then it popped up near Gwen and shot a mist at her. But Gwen put up an energy shield to block the mist. It retreated in the hole and popped up near Star. Star jumped to the side as the creature shot out a mist to dodge it. It retreated back in the hole once again. It popped up by Kevin without him knowing and drooled on Kevin's left foot. "Ow!" shouted Kevin as he got his foot away from the creature. "I hate golf, but I'm a big fan of whack-a-mole." Kevin morphed his right hand into a mallet. He swung at the creator. But then the creature popped somewhere else. Kevin swung at him again. But the creature popped up again. Kevin tried to hit it seven more time. But every time the creature popped up somewhere else. "You know, this is a lot more fun at the arcade." Then Kevin tried four more times. Star and Gwen started to blast them but like with Kevin the creature kept getting away.

"It's like he knows when we're gonna hit him." said Gwen

"Why won't this thing just stand still." said Star

"Maybe you're just not hitting hard enough." said Ben. Then Ben activated the omnitrix and hit it. "Humungousaur!" Star, Kevin and Gwen got out of the way as Ben tried to step on the creature. But like with Star, Kevin and Gwen it popped up somewhere else. Ben tried to step on it again. Ben stopped with a town like golf course. "Just... stand... still!" Ben ripped off the clock tower of the golf course. Then he rammed it into the ground trying to hit the creature. Ben pulled out the clock tower from the ground. "Hey, look a mole in one! Ha!" Then creature popped up behind Ben and started to bit his tail. Ben the screamed in pain. Ben was about to punch it.

"Keep him there, Ben!" said Gwen as she place down a golf ball and set up a shot.

"But he's got acid spit!" Gwen hit the ball. Soon the ball hit the creature on the head nocking the creature out.

"Nice shot." said Kevin

"Yeah, I guess he wasn't up to par." said Gwen

"What do you mean?" asked Kevin as he and Star didn't get the joke.

"It's a golf joke."

"Well I don't get it." said Star

"Me neither!" said Kevin

"Never mind." said Gwen

Ben then turned back to normal. He grabbed the creature and started to pull him out. The creature was bigger then it appeared to be. "Next time, we're going go-kart racing." said Ben

"Agreed!" said Star. Then something crashed into the ground. Soon car alarms started to go off "Ah! What was that?"

"Well, whatever it was, it better not have landed on my ride." said Kevin. Then he ran over towards the crash. Followed by Ben, Star and Gwen. Once the got to the creator they saw an injured Vilgax.

"Ben... Tennyson. I need...your help." said Vilgax

Later at Burger Shack.

Vilgax was sitting on a table. Ben, Star, Kevin and Gwen were sitting at there own table. Gwen was giving a strange look at Ben.

"What's wrong Gwen?" asked Ben

"Don't you remember how many times this guy tried to kill you?" asked Gwen

"I don't know exactly. A lot."

"But this could be fun." said Star

"What was it you needed?"

"I... need... your help." said Vilgax

"You shouldn't even be here." said Star

"Yeah, you were banished from our planet!" said Gwen

"And what makes you think he's gonna help you, squid face?" asked Kevin

"One word - Ghostfreak." said Vilgax

"What about him?" asked Ben

"Interested now? You should be. He escaped from your omnitrix, almost destroyed you."

"I know. I was there."

"And I was there when he escaped from the maximum-security prison built to hold only him!"

"Wait! He's on the loose?" asked Star

"And more powerful than ever. He even tried to possess me."

"He always was the possessive type." said Ben

"That still doesn't tell us why you're here." said Kevin

"Even though I drove him off, Ghostfreak wasn't finished with me. But instead of seeking revenge directly. He attacked my world! Every one of my people he possessed become a Ghostfreak minion, slave to his hive mind. I tried to defend my home world, but the infestation spread exponentially. Within weeks, Ghostfreak controlled my entire planet. He had what he wanted. There was nothing I could do. But escape. And bring back help. That is to say, you, Ben Tennyson." said Vilgax

"And you think I'm going with you because why?" asked Ben

"Because this you fault!"

"How is this Ben's fault! We've never even been to your planet!" said Star

"But, he freed Ghostfreak from the omnitrix! His actions are Ben's responsibility. Of course, if you'd rather I do it alone."

"Not a chance, Vilgax." said Ben reliving Vilgax was eyeing the omnitrix.

"And how did you know -" said Gwen

"We are wasting time!" said Vilgax interrupting Gwen as he got up off the table. But when he did Ben activated the omnitrix as Star, Kevin and Gwen were ready for battle. "My people are not warriors like me! They are innocent women and children."

"Why should we believe anything you say?" asked Kevin

"What other reason would I come groveling to your pitiful planet?" Vilgax sat back down the table.

"He has a good point." said Gwen

"Come on! This couldn't be a more obvious trap if there was a sign that read, "free cookies."" said Kevin

Star remembered the time she fell for that fortune cookie trick.

"We're going." said Ben

"If he is telling the truth, we can't just let people suffer." said Gwen

"Better them than us." said Kevin

"But we have to help them. After all they are innocent people after all." said Star

"We're going to help. But the first sign of a double-cross, and you're a sushi platter, Vilgax!" said Ben

Ben, Star, Kevin, and Gwen got Ship from Julie. Then they grabbed Vilgax and started to head towards his planet. They landed on the planet as the exited Ship Ben noticed all the cobwebs around the city.

"Well, it looked better in the brochure." said Ben joking

"Ghostfreak is the cause of all this." said Vilgax

Ship close the door in. "Now stay. Stay. I mean it." said Kevin. As the started to walk away Ship turned back to normal and started to run away. "I thought Julie said she trained that thing."

"I think Ship running away isn't are biggest problem." said Star as she noticed a group Ghostfreak's minions head there way.

"I don't think, they haven't seen us yet. Let's get in here." said Ben notice a hole in the wall. They got into the hole with Vilgax getting a little stuck on his way in. Kevin morphed is hands in order to cover the hole. The minions flew pass them not noticing them at all. "We tricked them."

Then there was a wailing sound. "What is that?" asked Star

"A child crying." said Vilgax

"Guess they weren't after us." said Kevin

Vilgax punched a hole in the wall and started to run away. "What are you doing?!" said Gwen

"Giving away our location! I knew we couldn't trust the squid."

Then several Ghostfreak minions started to head towards them. "That's okay! I was kind of getting sick of being nice to him." said Ben. Then Ben activated the omnitrix and hit it. "Swampfire!" Ben extended the vines on his hand and feet to open a hole. They went into the hole to escape the Ghostfreak minions. They soon popped up in the middle of the street. "I can't believe you thought you could trick us into..." Ben noticed that Vilgax was saving a little girl. "...saving a little girl? Okay, now I feel like a jerk."

"The big bad has a conscience. Who knew?" asked Gwen

Vilgax started to blast the minions with his eye beams. "Don't let them reach her! The Ghostfreaks can possess anything they touch." said Vilgax

"Like us?" asked Kevin

"I guess we will just need relay on blasting them." said Star

Ben started to run up firing a fire ball at a cobweb and set it on fire. Then fire scared the Ghostfreak minions from getting any closer to the little girl. Ben got in front of the girl. He controlled a plant that was close to attack the minions. Once the minions were attacked they disappeared. "Nice. I wasn't even sure that was a plant." said Ben. Star fired some blast hitting some of the minions. But when Gwen fired the blasts it didn't work. Kevin tried hitting a minion but it phased into him. But unlike the other before him he wasn't changed. The soon phased out of him.

"Great. Even the freaks don't want me." said Kevin sounding a little disappointed

"Kevin..." said Gwen

"But that's a good thing." said Star

"Yeah, you can pound them without worry." said Ben

Kevin then ran and started to hit the minions. One minion tried to attack Gwen. But she put up an energy shield. That worked on the minion. The five of them continued to fight off the minions till the felled back. Vilgax went over to the girl. "Are you injured?" asked Vilgax

"No, my Lord Vilgax. Thank you, my Lord Vilgax!" said the girl

"It is not safe here. Stay inside and be quiet." Before the girl left he gave Vilgax a hug.

"So what's the next step?" asked Ben

"We eliminate Ghostfreak. Without him his mental control, his minions will be powerless."

"Where do we find him?" asked Gwen

"I would say he is got to be in Vilgax's house." said Ben

"My castle. Yes. It is well-fortified." said Vilgax

"I've got an idea. But I need to get close to Ghostfreak."

"Do you have a secret way in?" asked Star

"Yes, there is a secret way into my stronghold. But it is not pleasant."

They soon found themselves in a place full of garbage. Gwen make an energy orb so they could see.

"Seriously? A trash chute?" asked Kevin

"You should be grateful I called off the flesh beetles." said Vilgax

They started to head up the trash chute.

"Ghostfreak seems to have a real grudge against you, Vilgax." said Star

"He... simply sees my planet as the jewel it is." said Vilgax

"Once we take the freak down, we can find what he really wants" said Ben

"You seem confident."

"I told you, I have a plan." They soon found themselves in Vilgax's castle. Ben looked around the corner. He saw Ghostfreak. But Ghostfreak was looking the other way. "He's there. But for my plan to work, I need a distraction." Then Ben, Star, Kevin and Gwen all looked at Vilgax.

"You suggest me?" asked Vilgax

"Nothing says distraction like a tentacle-faced alien."

Then Vilgax walked out into the room that Ghostfreak was in. "Ghostfreak!" called out Vilgax getting Ghostfreaks attention. Ghostfreak turned and saw Vilgax.

"Ah, Vilgax. Back for more?" asked Ghostfreak

"This time, you will die, ectonurite scum!"

Ghostfreak fired a beam from his chest. Vilgax put up his shield to block the attack. "Before I enslaved your planet, as I will the universe. All I needed was a place to start. Even now, my minions build starships to infest other worlds. But now that you're here, I wouldn't mind possessing your power, as well."

"You are welcome to try." Vilgax was ready for battle. As Ghostfreak charged towards Vilgax. Then Ben jumped in front of Vilgax. Ghostfreak phased into Ben.

" **Alien DNA sample acquired.** " said the omnitrix as it popped up. Ben hit the omnitrix.

"Ghostfreak!" said Ben

"That was it?" asked Star

"Yeah, that was your plan?" asked Gwen

"Don't worry. Ghostfreak was one of the omnitrix originals. I've controlled him befo-" said Ben rightbefore he started wheezing and coughing.

"Ben? Are you okay?" asked Star in a worried tone as she and Gwen walked up to Ben.

Then the omnitrix symbol disappeared and he eye turned purple. "Never felt better." said Ghostfreak. He turned around and fired at Star and Gwen. Kevin pushed them out of the way just in time.

"What's the matter with you?" asked Kevin

"Kevin! Star! His omnitrix is gone!" said Gwen

"That's not good is it?" asked Star. Ghostfreak then blasted Kevin sending flying. He then started to laugh evilly.

"Ben you got to stop." said Gwen

"Don't you see. Ben Tennyson is no longer in control of his body. Ghostfreak is!" said Vilgax

"But Ben's still in there somewhere. We can't hurt him!" said Star

Kevin pulled himself out from the ruble. "Speak for yourself." said Kevin

"What a wonderful opportunity. Both of my greatest enemies in one body. What is it you humans say? I can kill two birds with one stone?" said Vilgax. Then he fired a beam from his right wrist hitting Ghostfreak. Gwen fired a blast at Vilgax to get his attention.

"Leave him alone." said Gwen

"Foolish child. He'll destroy you if I let him."

"Oh, yeah. Thanks for the help." said Kevin. He charged at Vilgax morphing one of his arm into a morningstar. He swung it at Vilgax. But Vilgax caught it.

"I grow weary of your "help."" Vilgax then tossed Kevin across the room. Then Ghostfreak used his powers to drop a piece of the roof on top of Kevin. Kevin then soon got out of the ruble. Soon as Kevin got out of the ruble Ghostfreak blasted Kevin sending him flying. Kevin was then knocked out cold.

"Ben! Stop it! You're hurting your friends! Please, I know you're in there somewhere!" said Star

Vilgax pushed Star to the side. "And that's exactly what I plan to take care of." said Vilgax. Star and Gwen got in front of Vilgax. Vilgax started to fire his wrest beam. Gwen blocked the blast as Star fired a few shots at Vilgax. Vilgax blocked the blasts from Star. Star and Gwen charged at him Star on the ground and Gwen making energy steps to attack up high. Vilgax kicked Star and punched Gwen sending both flying. Gwen quickly but up a orb around her and Star before the hit the wall. Once they hit the wall a bright light shined out. Gwen was knocked out cold. Star was about to use her wand but soon she went out cold as well. "Finally, no more distractions."

"And much more destruction." said Ghostfreak. Vilgax's hands started to glow yellow. Both Ghost freak and Vilgax charged at each other. They each started to attack the other. As well dodging the others attack. Till Vilgax landed a hit and send Ghostfreak flying back. Ghostfreak hit a wall. He used his powers to make a pillar fall on Vilgax. Ghostfreak flew back down as Vilgax emerged from the ruble. Vilgax swung his sword at Ghostfreak. But Ghostfreak dodged every attack and slashed Vilgax in the back. Then Vilgax hit Ghostfreak back. Vilgax went back to swinging his sword and Ghostfreak kept dodging. Then Vilgax sliced a pillar making to fall towards Ghostfreak. Ghostfreat used his powers to have the pillar fly towards Vilgax. Vilgax ran with his sword out to destroyed the pillar. Vilgax fired a beam sending Ghostfreak to the ground. Vilgax jump and was about to stab Ghostfreak. Ghostfreak moved his head to dodge the sword. Vilgax then fired his eye beams hitting Ghostfreak in the face. Ghostfreak started to groan. He wrapped his tail around Vilgax neck and toss Vilgax of him. "To me, my servants!" Then several of Ghostfreak's minions appeared. Ghostfreak pointed to Vilgax and the minions surround Vilgax. They circled around Vilgax before they started to attack him. Vilgax took out three of the minions. But the other three minions grabbed Vilgax and pinned him to the ground. Vilgax couldn't break free. "Hold him. I wish to possess this one myself. With Vilgax, Ben Tennyson and myself as one, there will be no power in the universe that can stop me!" Ghostfreak started to phase in to Vilgax. Then Vilgax fired his eye beams and hit Ghostfreak sending he back. He fired at the minions that was holding him. Vilgax got up and grabbed his sword. Vilgax destroyed his throne and send out a bright light. The minions disappeared as Ghostfreat screamed in pain. Soon the omnitrix symbol reappeared. "Ben... Tennyson!" Ghostfreak tried to hold off one of his arms that was going omnitrix symbol. "N-o-o-o-o-o-o-o-o!" Then the omnitrix symbol was hit and Ben reverted back to normal.

"Okay, that could have gone better." said Ben

Star walked over to Ben and hugged him glade that he was okay. While Gwen and Kevin were a little mad at Ben.

"Ben, that was really, really stupid." said Gwen

"Sorry, I thought I could handle it. I guess I was wrong." said Ben

"And because of that we almost got creamed in the process. Just remember you're not alone in this." said Kevin. Then Kevin and Gwen left.

"Star I'm sorry that I made you worry about me."

"It's okay! I understand why you did it. I'm just glade that your alright." said Star

Sometime after the freed all who were under Ghostfreak's control. All the citizen in the city gathered a around the castle and started to cheer. "Long live Vilgax!" Over and over.

"Looks like you have a fan club." said Ben

"I do not presume to take credit for your deed, Ben Tennyson." said Vilgax

"I'm not going to tell anybody. What happens in Vilgaxia stays in Vilgaxia."

"A wise choice."

"Ben! Star!" said Gwen as she and Kevin returned with Ship. Ben and Star started to walk towards them.

"I found Ship." said Kevin

"He was emulating some kind of alien toaster, but I convinced him to change back for now." said Gwen

"After making ten loaves of toast. Can we leave already?"

"Yes. You have helped me achieve my goal, and so you have won your miserable lives." said Vilgax

"Won them? You tried to kill us!" said Gwen

"Foolish child. If I had not taken you out of the battle, Ben Tennyson himself would have - permanently."

"Don't do us any more favors, Vilgax." said Kevin

"It won't happen again, I assure you." Then Ben, Star, Kevin and Gwen left the castle. Ship transform into his space ship mode. They got into Ship and flew away. "This is not over, Ben Tennyson. In fact, now that the secrets of the omnitrix are mine and there are none left to stop me. I'd say it's a rather auspicious beginning."

Author notes:

First thank for over 50000 views

and second I putting up two polls one is for the adaptation of alien swarm and the other is for heroes unit I mostly want to see how many people would like to see them done. Just so you know the poll will close in a month or 2


	57. Trade Off! Make Off!

It was late night at the Barrymore Theatrical Supplies. Kevin made his way to the door and knocked it down as he jumped into the building.

"Darkstar! Just the creep I've been looking for." said Kevin ready for battle with one hand morphed in a Morningstar and the other in the shape of a mallet.

"And now that you've found me?" asked Darkstar

"I'm going to put you out of my misery once and for all. You're going back to the Null Void, where you belong." Kevin started to attack. But Darkstar dodged all the attacks.

"I'd almost forgotten how tedious you can be." Darkstar fired a blast sending Kevin flying back.

"Pretty careless of you to let me track you down!" Kevin said still be blasted by Darkstar

"Hardly careless. Otherwise, I'd never have left a trail so obvious, even an imbecile could follow it. I wanted you to me, Kevin. Both our lives depend on it."

"If this is one of your tricks..."

"I assure you I am entirely sincere. If I release you, will you at least hear me out?"

"You got one minute. Go!"

Darkstar stopped blasting Kevin. "My question is a simple one - do you like being trapped in your current hideous form?"

"About as much as you like being a butt-ugly, energy-sucking vampire. No offense."

"None taken. For that is precisely my point. What would you say if I told you there was a way for both of us to become normal again?"

"How?" Kevin said a little aggravated

"I'll show you." Darkstar walked to a book with Kevin right behind him. He opened the book to a certain page. "This is the Dominus Librium - an ancient instrument of extraordinary power and decidedly alien origin."

"Looks like an oversized wishbone." Kevin said see it in the book.

"Legend has it that the Librium was actually a sophisticated power conduit, capable of transferring extraordinary energies from one vessel to the another."

"Thanks for the history lesson." Kevin started to walkaway.

"But it's history no longer. After a great deal of effort and expense, I have managed to track the artifact to an isolated island recently risen in the South Pacific."

Kevin stopped walking. "Losing interest." Kevin said in an aggravated tone.

"You shouldn't, because I believe this relic can restore the two of us to normal."

This got Kevin's attention. "Not that I don't trust you, which I don't, but why are you telling me all this?"

"Because, quite frankly, I can't get to the artifact alone. I require your unique abilities to retrieve the Librium, and I am willing to trade you the cure for your help."

"Selfish motive. At least that makes sense."

"So, what do you say? Are you willing to momentarily put aside our differences in order to be cured?

"Got a feeling I'm going to regret this, but... okay. I'm in."

"Excellent. And your friends, Star and the Tennyson's?"

"Don't worry! They'll just have to get along without me for a while.

The next day early in the morning. Star just got up from bed. She went into the bathroom and took a shower. Then got dressed and headed down stairs. She took a seat next to Ben to have breakfast.

"So Ben, you know what day it is?" asked Star with her eyes wide and a huge smile.

"It's Wednesday." said Ben

"Yeah, but I mean anything special about today." Star hoped Ben would get the hint this time.

"I don't think so." Star started to feel down. "Oh now I remember." Then Star the cheer up. We have a science test today. Thanks for reminding me, Star." Star started to feel down again.

They went to school. While they were in school Star noticed Ben talking to Julie. Star had noticed Ben has been hanging out with Julie quite a bit lately. At first she didn't think anything of it much with them only being friends. But now she was starting to get concerned. Once school was over Star saw that Ben was not going in the direction of home. "Ben where are you heading?" asked Star

"Oh, I'm just meeting up with Gwen." said Ben

"I will come with you then." Star turned to follow Ben

Ben then started to get nervous. "Oh, it's nothing just family business. Nothing for you to worry about." Ben said in a nervous tone. As Ben walked away Star started to follow him. Ben noticed this and went down an alley. Ben used the omnitrix and turned into Goop. When Star looked down the alley and saw that Ben disappeared. Star got angry an headed back to Ben's house. Once she got to Ben's house she picked up her spell book and opened a portal with her dimensional scissors. She soon found herself in the desert. Star open the book and Glossaryck came out. As Glossaryck came out of the book he noticed Star was looking a little angry.

"What's wrong, Star?" asked Glossaryck

"Nothing is wrong. Now make some targets."

Glossarck did what Star said and started to make targets. Star then started to blast the targets let out some of the anger she had.

With Ben.

Ben soon meet up with Gwen and Julie at Gwen's house.

"Gwen do you know where Kevin is?" asked Ben

"I have tried but Kevin's Plumber badge isn't responding." said Gwen

"Well Kevin should be here."

"Well, I'm not his babysitter. If he wants to ignore us, that's his choice. After all the three of use can handle this."

"I guess he will just have to miss all the fun."

"Well just set up the party for Star without his help." said Julie

With Star.

Star continued to blast the targets letting out more of her rage.

"Are you sure, your not mad?" asked Glossaryck

"Of course I'm not mad." said Star. Then something came to here mind "It's been 6 months since I came to earth."

"Well it's not like it your 6 month anniversary."

"I guess you're right." Star started to calm down as she pulled out her phone and tried to call Ben. But it soon went to his voice mall. Then she kept on trying but she kept getting Ben's voice mail.

With Ben, Gwen and Julie.

They were too busy working on the decorations to noticed that Ben's phone was ringing.

"I think Star is going to love this." said Gwen

"You think so?" asked Ben

"I think so. Even though its a small get together with only a few people. I know Star will enjoy it."

Julie was put up something on a ladder. The ladder started to wobble. Ben saw this and ran over. Julie started to fall and Ben caught her. Julie then wrapped her arms around Ben. "Oh, my hero." said Julie in a joking tone. Then she started to lean in on him.

"Julie, you know I have a girlfriend." said Ben moving his head back.

"I know that. I'm only teasing you." said Julie as she got out of Ben's arms as she laughed.

Meanwhile with Star.

Star kept on trying to call Ben but she still kept getting his voice mail. Star was starting to get aggravated. "Why aren't you picking up?" asked Star in an angry tone. She walked over to her spell book. Star noticed that Glossaryck was tacking a nap. "Glossaryck! What is the name of that spying spell?"

Glossaryck woke up but was still half asleep. "Oh, the all seeing eye. That's what you are talking about."

"Where is it again?"

"That would be... in Eclipsa's chapter."

"Thanks." Star was about to turn the page to get to the spell. When Glossaryck held up his hand.

"Wait, wait, wait! You don't want to go there." Then turned the page on him. Glossaryck showed back up after a few pages. "Eclipsa... dark magic. It's not nice to spy on people."

Star let out a chuckle. "Don't be silly, Glossaryck. I'm not going to use it to spy on anyone."

"Well remember spying leads to crying."

Star then turned into the page into the book. "Well I'm not spying." She soon got to the page with the spell. "Here it is! I summon the all seeing eye. To tear a hole into the sky. Reveal to me that which is hidden. Unveil to me what is forbidden." The Star's wand started to glow. Then a magical window. It showed that Julie in Ben's arms. Star started to get upset as Julie started to put her arms around Ben. Star heard what Julie said. Julie started to move towards Ben. Star started to get angry. He wand started to glow a green color. Then Julie said she was only joking with Ben. Star's anger disappeared as she let out a breath of relief. Star stopped the spell and the magical window disappeared. "Okay, Glossaryck is right I shouldn't spy on people." Then a swarm of rats started to surround her. "Get away you giant rats." Star swung her wand scaring the rats away. Star then saw Ludo, the eagle and the spider in the direction that rats were running. "Ludo!"

"Did you miss me princess?" asked Ludo. He then pulled out his wand and fired a blast at Star.

At Gwen's house.

"Done." said Ben as they got everything ready for the party. Ben looked at his phone and saw that Star called him 57 times.

"Wow." said Gwen seeing how many times Star called.

Ben then called Star, but she didn't answer. "Something is wrong." Ben started to get a worried.

"I couldn't get a hold of Kevin. Put I do have a location of Star's badge." said Gwen as both Ben and Gwen got outside.

"We'll just have to improvise." Ben activated the omnitrix and hit it. "Jetray!" Ben grabbed Gwen and started to fly off towards Star.

With Star.

Star dodged the blast from Ludo. Star then fired a few blasts of her own. Ludo fell off the eagle. Then the spider and eagle charged at Star. Star dodged the spiders attacks. She fired a blast at the ground sending her up into the air. "Shimmering Crystal Seesaw!" said Star as a crystal seesaw appeared. Star landed on the other side and launched the spider in the air.

"That's not getting her!" shouted Ludo. Then fired a blast at Star.

Star dodged the blast. "Rainbow Fist Punch!" Star fired and hit Ludo sending him flying back. Soon after that the eagle charged at Star. Star jumped over the eagle and blasted it. The rats swarm started to charged at Star. "Mega Starfish Tsunami!" Star summoned a wave that washed away all the rats. Ludo fired a few more blasts and Star dodged them. Star made a vortex like the one Gwen made before.

"No! Not again!" Ludo was started to be pulled into the vortex. Star then noticed Ben and Gwen. As Ben dropped Gwen down and landed himself and reverted back to normal, the vortex started to turn green and exploded. Star's wand was sent flying out of her hand. Then the vortex started to pull Star into it. Star grabbed the ground to herself from entering the vortex. The spider was about attack Gwen. She put up a shield to block the spider's attack.

Ben activated the omnitrix and hit it. "Cannonbolt!" Ben started to roll into the spider sending it flying. The rats started to attack Ben and Gwen worked together to fight them off. As Ben and Gwen were dealing with the rats. Ludo walked up to Star.

"Aw! It looks like you need a hand princess." Ludo fired at one of Star's hands. This made Star lose her grip with that hand.

"What do you want with me?" asked Star

Ludo laughed. "You think I'm here for you. Ah, so selfish." said Ludo. Then he snapped his fingers. The eagle flew up and grabbed Star's spell book.

"My spell book?!"

"Yes. I figured it'd be okay if I took it, seeing how you probable not going to need it where you're going! Haha! Just like humans say, destroying you will be easy as pie. After all you won't be able to hold on much longer. Fetch spider. We have what we want." Ludo got on the eagle. Then the eagle picked up spider. The rats started runaway. Ben noticed Star was in trouble. Ben rolled as fast a he could and grabbed Star and taking her out of the vortex pull. Star walked over to her wand and picked up her wand still in shock that Ludo took the spell book and Glossaryck.

"Ludo took my spell book. It's got everything in it. That's my whole family history! All the spells... everything! It's lost!" Star said as she cried.

"We'll get it back." said Ben as he hugged Star.

"I've even lost Glossaryck!"

"W-we'll get him back, too. I promise." Ben and Gwen let Star cry till she was feeling better. Once Star was feeling better she opened a portal with her dimensional scissors to Gwen's house. Once they open the door Star noticed that the place was decorated. The decorations weren't that stunning. There were leftover balloons from there party they did for stopping the invasion. Star mouth let out a gasp. Star grabbed Ben and pulled him in. The two of them shared a kiss.

"Awww." said Gwen and Julie

"Too be honest, I thought you forgot, that it's been six months since I came to Earth." said Star a little embarrassed

"I just wanted to surprise you." said Ben

"I will say, I did enjoy it. I just wished I didn't lose the spell book."

After sometime Julie left.

"What the matter Gwen?" asked Star noticing Gwen was looking a little down.

"I'm just worried about Kevin. We tried calling him but we still haven't heard from him." said Gwen

"About me?" said Kevin. Ben, Star and Gwen looked at the door a saw that Kevin just walked in. "I'm touched."

"Kevin! Where have you been? We could have used your help. And what's with the black eye?" asked Ben mad that Kevin wasn't there when they needed him.

"Yeah, is that supposed to make you look tougher?" asked Star

Gwen touched Kevin's face as her eyes glowed purple. "Oh. I can feel your skin. You're not wearing your I.D. mask." said Gwen

"Nope. I'm back to human." said Kevin

"How'd you do it? Gwen and Star been working on a cure." said Ben

"And we're no closer than when I started." said Gwen

"Hey, what can I say? I' uh, wished upon a star last night and woke up this morning my old gorgeous self. See? No transformation, no powers - no nothing." said Kevin as touched a wall.

"At lest something went right for someone." said Star starting to feel down again.

"What do you mean?" Kevin asked not knowing what happened.

"Ludo attacked and took Star's spell book." said Gwen

"Fine. Okay. I guess I should have been there." said Kevin

The next day.

Kevin picked up Ben and Star as they were making there way home. They got into the car and noticed Gwen was already picked up. Kevin drove them to a warehouse. "The Forever Knights are at it again. I tracked them to this warehouse." said Kevin as they left the car

Gwen stopped Kevin from heading inside. "Not so fast. Without any powers, you could get hurt in there. You better wait here." said Gwen

"What?! But I -"

"I mean it."

"Great. So now I'm just a chauffeur? What happens when you three finally get your licenses?"

Ben, Star and Gwen entered the warehouse as the Forever Knights were loading creates into the back of a truck. They took a hiding place. "They're almost finished loading." said Gwen

"We'll if we're gonna do something, it better be now." said Star

"Then it's time for..." Ben said as he activated the omnitrix. The Forever Knight saw the light and got ready for battle. "Big Chill? I sometimes ever get what I ask for." The Forever Knights started to attack by firing there blasters. Ben flew above the Forever Knights as Star and Gwen fired at them. Gwen then put up a dome shield to protect her and Star. Ben started to freeze the Knights that were in the back. "I hate a cold reception."

Star and Gwen spit up in order to spit the rest of the Knight attention. Both Star and Gwen were doing well against the Knights. Soon two Knight sneaked up behind her. "Hey, tin men!" shouted Kevin as he tossed a steel pipe hitting one of the Knights. Kevin ran up and hit the other Knight with another steel pipe. "That wasn't very chivalrous."

"I thought I told you to wait by the car!" said Gwen angry that Kevin didn't listen.

"Yeah, like that was gonna happen."

"Run away! Run away!" said one of the Knights as he ran to the truck and entered it.

"Time to put you creeps on ice." said Ben. Then he froze a few more Knights. The Knight in the truck tried to start the truck but the truck wouldn't start. Then Ben froze the Knight in the driver seat. Ben returned to where Star, Kevin and Gwen are and turned back to normal.

"It was a good thing their engine wouldn't start." said Gwen

"Trust me - they weren't going anywhere without their distributor cap." Kevin said as he held the item he was talking about.

"Powered or not, Kevin, you're still an important part of this team." said Ben

"Yeah, we need you." said Star

Ben, Star, Kevin and Gwen started to leave warehouse. Soon Kevin dropped Gwen off at her house.

"Hey, Gwen. What do you say, uh, to maybe a movie or something later?" asked Kevin

Gwen touched Kevin's hand and felt a strange and let go quickly. "I can't. After I did my studying, I've got an... errand to run." said Gwen

"Okay. Your loss. You noticed that I'm really good-looking again, right?" Kevin then started to drive away.

"I'll see you later, Kevin." Gwen said as Kevin left. "After I make sure you can live with whatever it is you've done." Gwen eyes started to glow purple. She soon found herself at Barrymore Theatrical Supplies. "Michael's manna led me to him like a beacon. He's inside. I can feel it." Gwen soon found a way inside and saw that Michael was back to his old self and was wearing a brown coat. Gwen was ready for a fight as her hand glowed purple.

"Ah. Lovely Gwen. I've been expecting you." said Michael

"I'll just bet you have. Kevin's aura stinks of you. Tell me what you did to him, and maybe I'll go easy on you." Gwen hands started to glow brighter.

"Tell you? I'll be more than happy to show you." Michael took of the coat and showed he had the Dominus Librium was on his chest. "Kevin has the Dominus Librium to thank for his current condition. It absorbed his power and transferred it to me." Michael tapped the Dominus Librium and it started to glow. "I can no longer absorb energy on my own, but the artifact can still do the job for me." The Dominus Librium fired a beam. Gwen put up a shield but the shield was destroyed. Gwen but up a few more shields and all of them were quickly destroyed as well. "Finally, sweet Gwen. Finally, all your power is going to be mine."

With Ben, Star and Kevin. They were at Ben's house.

"Still no answer?" asked Kevin as Ben was on the phone

"Nothing. My calls go straight to voicemail." said Ben

"And she has her Plumber's badge turned off, so we can't track her that way." said Star as Ben tried to call Gwen again.

"This is all my fault." said Kevin feeling down.

"That Gwen had to run an errand?" asked Ben

"That she's gone to do something stupid." Both Ben and Star just stared at Kevin. "Okay, stop staring at me like that. You two are creeping me out."

"So tell us." said Star

"Fine. I made a deal with Michael Morningstar, okay? Gwen must have figured it out somehow, and now she's gone off to find him."

"You what?!" said both Ben and Star angry at Kevin

"Then we'd better find her." said Ben

"Yeah, and fast!" added Star

They left Ben's house and walked to Kevin's car.

"Fastest way to track her down is as Jetray, so..." Ben activated the omnitrix an hit it. "Echo Echo?!"

"That's getting old, Ben - seriously." said Kevin

"Tell me about it." said Ben. Then Ben duplicated himself. "I'll split up, check all over town for Gwen, then -" said all the copies of Bens.

Kevin got into his car. "No time. Hop in. I think I know where she's going." Then all the Ben hopped into Kevin's car.

"Ben, where was I supposed to sit." said Star who didn't got into Kevin's car and saw that there was no room for here.

Ben the hit the omnitrix and reverted back to normal. "Sorry, Star!" said Ben. Star then got into Kevin's car.

"You know, you could have done that before you got in my ride." said Kevin as he started to drive out of the drive way.

At Barrymore Theatrical Supplies.

Gwen was fighting with Michael. Until she was hit by the Dominus Librium. "N-o-o-o-o-o-o-o-o-o-o!" said Gwen as she was pulled towards Michael.

"I knew you'd come looking for me, lovely Gwen. Kevin is too stupid not to have let something slip." said Michael

Ben, Star and Kevin entered the building just as they heard what Michael said. "Hey! I resent that!" said Kevin

Ben, Star and Kevin started to run towards Michael. "You may look human again, but deep down, you're still the same miserable creep." said Ben

"Sticks and stones, little man."

"Haven't got any handy, so you'll just have to settle for..." Ben activated his omnitrix and hit it. "Swampfire! Hey, the omnitrix got it right this time."

"Pat yourself on the back later." said Kevin

"First we have too save Gwen." said Star

"Of course." said Ben as he fired a fireball at Michael and Star fired a few blast at him at the same time. Michael put up a shield to block their attacks.

"Thank you for giving me your power, lovely Gwen. It tastes... delicious. And while we're at it, Benjamin, suppose I take yours as well." said Michael as he used the Dominus Librium and fired a beam at Ben. Star pushed Ben out of the way. But Star go hit by the blast from the Dominus Librium. Star was pulled closer to Michael. Both Star and Gwen's powers were starting to get absorbed.

"What do I do? What can I do? Without my powers I'm useless." asked Kevin

"Just because, you don't have powers doesn't mean cant do anything." said Ben as he started to get up.

Kevin started to move towards Gwen. "Hang on, Gwen! I'm coming!" said Kevin. Then Michael put up a shield to block him.

"I wouldn't advise that, Kevin. The balance of energy through the Dominus Librium is delicate. If you interrupt the flow in any way, the consequences can be catastrophic." said Michael

"I don't care. Nothing matters as long as Gwen is safe."

"Yeah, as long is Star and Gwen are safe." said Ben. Then he shot a stream of fire at Michael from his side. Michael made a second shield to block the attack.

Kevin lifted himself over the shield that was in front. "Kevin... don't." Gwen said weakly

"Stop! You'll ruin everything!" said Michael

"Like you said, "our association is hereby concluded."" said Kevin. Then Kevin got in front of the beam that was hitting Gwen. He jumped up and grabbed the Dominus Librium. Kevin started to pull it. The Dominus Librium started to shine bright as it stated to bend.

"N-o-o-o-o-o-o-o-o-o!" shouted Michael as Kevin broke the Dominus Librium. There was an explosion. It wasn't like a normal explosion it just released the energy of the Dominus Librium. But it did send everyone to the ground. Soon Gwen got up. She went over to Kevin.

"Kevin, are you all -" said Gwen. She gasped once she saw him.

"What? What's -" asked Kevin then he saw his hands. "Oh. Figured that might happen."

"I'm so sorry. If it wasn't for me -"

"No. Don't. I did what I had to do. And I'd do it again in a second."

"No!" shouted Darkstar once he saw himself. "Look! Look what you've done to me! You'll pay for this." Darkstar picked up his helmet and put it on. "Someday, you will all pay!" Darkstar ran away.

"Think we should go after him?" asked Gwen

"Nah. He won't be a threat to anyone for a long time." said Kevin

Ben and Star started to come too. Kevin and Gwen saw that Ben was back to normal. They helped the two up.

"Kevin. What happened to you?" asked Ben

"Yeah, it looks like you went through the accident again." said Star

"Call it karma, and leave it at that. Come on. Let's go to Mr. Smoothy's. First round's on me." said Kevin

Author note:

Benalien100: yes I'm doing the episode Baby. Ben wouldn't be evaluated remember right now Moon and River don't know that Ben and Star are dating. I already have an idea for when and how Moon sees Ben transformed.

Dragon Storm: I glade you check my other story. I don't have any plans for those two story to crossover. I might split the story. Also I already know where I'm setting the Battle of Mewni


	58. Raid The Cave

Ben, Star, Kevin and Gwen were at Ben's house. Star was packing stuff into a huge backpack.

"Wow!" said Gwen seeing how much she was putting into the backpack.

"Yeah, I think Star is going a little overboard." said Kevin

"Star, I think you might need to calm down." said Ben

"There is no time. I have to hurry. I think I know someone who could give us a clue to where Ludo is." said Star as she lifted the backpack onto her back. She was then pulled back on top of the backpack. Star lifted herself back up but then found herself on the floor face first with the backpack on top of her.

"Do you need some help?"

"No! I'm a strong independent princess." Star then got back up on her feet. "Let's go." Star opened a portal with her dimensional scissors. They walked through it and appeared in Buff Frog's house. Star feel to the floor face first again.

"Star, I think your backpack is heavy." said Gwen

Star quickly got up. "Buff Frog, we need to know where Ludo is hiding. I think he is planning something big."

"Yes, I know. I didn't you get my letters?" asked Buff Frog

"Letters? You mean these?" Star pulled several pieces of paper out of the backpack. "I thought you babies were just sending us drawings."

Kevin laughed. "Yeah, it looks four year wrote it and it's in crayon." said Kevin

"Oh, so I don't go to school to learn fancy hand writing. Sorry!" said Buff Frog. He then pulled out a piece of paper and showed Ben, Star, Kevin and Gwen it was a map. "I made this map. When I infiltrated Ludo lair. I marked secret entrance here." Buff Frog pointed on the map.

"Thanks Buff Frog, this is exactly what we need." said Star. She rolled up the map and tried to put in her backpack. She was struggling to put it into the bag. She was about to fall over backwards. But Buff Frog caught her. "Thank you again."

You don't need big bag." Buff Frog took the backpack off Star. "You will only need wand."

After awhile at Ludo's hideout. A bear monster and a female squirrel monster were guarding the entrance. The squirrel monster squinted her eye as she saw a dust cloud heading towards them. The dust cloud was created by Kevin's car. Star and Gwen both fired a blast from the car. Star's blast hit the squirrel monster and Gwen hit the bear monster. Kevin stopped the car a few feet in front of the exit. They left the car and entered the hideout. Gwen made a sled with her mana so they could ride down the tube. Ben activated the omnitrix and hit it. "Spidermonkey!" said Ben. Star then blasted the door down. They saw that the monster had weapons. So they started to attack the monsters. They beaten up the monsters easily.

Star grabbed on of the monsters. "Where's Ludo?" asked Star

"Who-do?" asked the monster

"Don't play dumb with me. I know he's here.

Then a elephant monster came into the room look like he came out of a bath or shower. "Hey, guys, I know it's lame, but we got to make a chore chart or something. That shower is getting grody." said the elephant monster. Then he saw all the other monsters on the ground. "Oh, no. Violence."

"Okay! What is going on here?"

"We're not, like, fighting monsters. We're "alternative" monsters." said a female bird monster

Ben turned back to normal. "Then why do you have all these weapons?" asked Ben

"We found them here when we moved in. They are perfect for tearing fishable holes in cloths." said a female weasel monster

They continued to search the place. As they search deeper and deeper into the hideout.

"This place looks abandoned." said Kevin

"This was all a waste of time." said Star getting a little frustrated. "Oh poor, Glossaryck. Who knows what horrible things Ludo's doing to him?"

"Well I can't use my locater spell to find him." said Gwen

"Then the only way is the spying spell." said Star

"Wait, since when do you know a spying spell?" asked Ben

"For a while now. But I have to do it alone. So no distractions." Star pushed Ben, Kevin and Gwen out of the room that they were in and closed the door. Ben, Kevin and Gwen opened the door slightly so they could see in a little. "Now how did that spell go again? Oh, right! I summon the All-Seeing Eye to tear a hole into the sky. Reveal to me that which is hidden. Unveil to me what is forbidden." An eye formed on Star's wand as it open a hole in the sky. "Now, concentrate on Glossaryck." Then Glossaryck was facing back as on the spell book appeared in the hole.

"Mmmm!" said Glossaryck as he turned around holding a tub of chocolate pudding.

"Wait. Is that... pudding?"

"A whole tub of pudding."

"Where are you?"

"In flavor heaven!"

"No. Physically, where are you?"

"On the ground."

Star let out a sigh. "No. Where are you in the universe?"

"Oh. Right. I'm in a cave. On the ground."

"Glossaryck, come on!" Star reached out for Glossaryck, but her hand bumped on the hole, causing it to ripple on the surface.

"The spying spell doesn't work that way." Star pressed her hand against the hole and closed her eyes. Then Star started to push against the hole. Star's check marks started to glow as the hole started to stretch like rubber. Glossaryck watch her while eating pudding. Star's opened her eyes and they are glowing as well. As her hand broke through the hole. "Hm. I have never seen that before."

"Just... grab my hand!"

"Oh, no can do. Sorry. I belong to the book, and the book belongs to Ludo now."

"Ludo stole you!"

"Well, that's out of my hands."

"Come on, Glossaryck. I can almost reach you. Come on...!"

"Yes, you are surprisingly close."

"Glossaryck, don't you want to came with me? I thought we were... friends."

"Friends? Well, that's such a simple concept." Star's eyes and check marks stopped glowing. After that the hole started to close.

"Glossaryck, come on! My mom is gonna ground me for, like, a thousand years!"

"Yes, probably, but you'll be fine. Or not. Anyway, your spell is collapsing."

"But I need you!"

"Maybe this is what you need." Then the hole closed and Star's pulled out her hand as she fell to the floor.

"Glossaryck..."

Ben, Kevin and Gwen ran into the room after seeing what happened.

"Star, are you alright?" asked Ben

"Yeah! My hand is fine." said Star feeling down.

"That's not what I meant." Ben said as he helped Star up.

"Well, Glossaryck is no longer on the team."

"To be honest I never I saw him as a "team player."" said Kevin

Then the elephant monster and the bear monster entered the room.

"Oh, my gosh. It is her. We just realized you're Star Butterfly! We're your biggest fans!" said the elephant monster. Both he and the bear monster bowed to Star.

"Um, I think you're confused. Monsters hate me." said Star

"Well, sure, it's not popular to like you, but we're not about that."

"Yeah! You're the rebel princess!" said the bear monster

"I wouldn't call myself that." said Star

"Yeah! You do things your own way! Like us!"

"Please, shoot us with a spell! Rip some holes in our jeans! Something!" said the elephant monster

"Oh, I don't usually use my magic on other like that. Unless the are attack someone or deserve it." said Star

"Please!" begged the 2 monster.

"I guess I could cast something. How about... Super Strawberry Shake Quake." Star fired a blast hitting the two monsters. Both monsters got excited that they got hit. They left the room and told there friends that they met Star.

"So, what now?" asked Gwen

"Something I have been putting off for awhile. I'm going to call have to call my mom." Later at Ben's house in Star's room. Ben, Gwen were in Star's room with her. Star called her parents and told them that Glossaryck and the book was taken. Both Moon and River stared at Star in shock. "Oh, no, this is really bad, huh? I messed up! I really messed this one up! I am so sorry, mommy and daddy!" Star said depressed.

"Uhhh..." said River

"Sweetie, it's... it's okay." said Moon hoping to cheer up Star.

"But the book of spells! Our-our-our family history! It's all gone!" said Star

"Don't worry. It's just a book and a little magic man." said River

"What matters is you're safe." said Moon

"But isn't there anything I can do?" asked Star

"Don't "do" anything. We'll handle this. You just sit tight."

"Good night, sweetie." said River. Then they hanged up.

"Whoa. That went way better than I expected." said Ben

"Uh... yeah. I guess so." said Star still a little depressed.

"If you want I have give you a few of my old spell books." said Gwen

"Thanks."

"Good night." said Ben as he and Gwen left. Gwen went outside to where Kevin was and got a ride back home.

As for Star, she was in her room. Writing down spells she remembered from the book and the ones she made in a notebook. She titled #Star's notebook of spells.#

Author note:

The results of me adapting alien swarm are 6 yes, 6 writers choice and 1 no. Because of tie it's writers choice. Just so you all know if I do adapt alien swarm it will be its own story. and now the heroes unite poll is up.

benalien100: no Ben's theme song will not be in the song because they said the song was about Star.


	59. The Con of Rath

It was a nice day in Bellwood. Gwen and Star were all ready to go to the beach. Standing outside of the garage

"Hurry up! We're losing our light!" said Gwen getting a little impatient.

"We're not losing the light. It's 8 in the morning." said Ben as left the garage.

"Don't worry the beach is open all day." said Star

"You two are right." said Gwen and let out a breath of air. "Get a move on, Kevin!" Gwen said only waiting three seconds.

Kevin drove out of the garage as soon as he heard Gwen. "Geez, I'm coming. I'm like five minutes late. What's the big deal?" asked Kevin

"I'll tell you what the big deal is. I've been trying to go to the beach for a month, and every time we're about to leave, something happens - monster on the loose, alien invasion."

"Sometimes it rains." said Ben

"Well, not this time."

"Our dates sometimes are cute short or canceled because of those reasons as well. So I know how you feel. But I never acted like this." said Star

The two creatures one male and one female she was holding a egg shaped device teleported in front of Ben, Star, Kevin and Gwen. Kevin got out of his car as Gwen let out a sigh. "Just forget I said anything."

"Greetings. I am ambassador Zavinom from the planet Lewoda. We are seeking Ben Tennyson." said Zavinom

"Right here. What's up?" asked Ben. Then Gwen just dropped the stuff that she was holding.

"We hope you will undertake a delicate mission on our behalf. Only the legendary Ben Tennyson has the reputation and the skill to accomplish it."

"So what do you need us to do?" asked Ben

"You must deliver this treasure so that peace may reign between the Lewodans and our foes, the Pantophage."

"Treasure, you say?" asked Kevin

The female pressed a button on the device she is holding and a small creature started to float out making some clicks and whistles. "Allow me to present the Tiffin, our crowned prince, if you will."

"It's so cute!" said Star

"Sure, if you're into cotton swabs." said Kevin

Gwen walk up to the female as the device she was holding disappeared. "I'm sorry. I don't get your name." said Gwen

"I am Cicily, she who bore him." said Cicily

"So, it's like a hostage exchange." said Kevin

"Hostage? Oh, no. No, no, no. It is simply a show of trust, to demonstrate our sincere desire for peace with Pantophage." said Zavinom. The Tiffin got closed to omnitrix. A few sparks started to came out of the omnitrix. "Isn't that right, Cicily?"

"Yes, of course, ambassador." said Cicily in a depressed tone. Then the omnitrix stared to spark again.

"Is anything wrong, Ben Tennyson?"

"What? No, I'm good." said Ben

"Excellent! Now, this credit cub is for your expenses." Zavinom pulled out a small gold cube.

Kevin walked over and grabbed the gold cube from Zavinom. "Is that a gold cube? I've never seen one before. They don't have any spending limit." said Kevin

"How are we supposed to get the Tiffin where he needs to go?" asked Star as she grabbed the Tiffin

"Well, of course we will supply you a ship." said Zavinom as a ship that look a bit rusted up appeared on the street.

"We're supposed to fly in that thing?" asked Gwen

"Absolutely. That's a Tachyon 930 - ugly on the outside but all engine on the inside. Whoo-hoo! Road trip!" said Kevin then ran into the ship.

"Don't worry, ambassador. We'll get the Tiffin to his destination." said Ben

Then Ben, Star and Gwen entered the ship. They soon took off and started to head towards the Pantophage's home planet. Ben and Star was seating in the back. While Kevin was driving and Gwen was next to him. The Tiffin was floating near Ben.

"Something's not right." said Gwen

"What do you mean? This ship is, like, straight off the showroom floor." said Kevin

"I don't mean the ship. I just have a feeling that ambassador hasn't told us the whole story."

"Of course not. Ambassadors lie. That's their job."

"And you aren't curious about what's really going on?"

"No."

"And you think it's right to use a baby to seal a peace treaty?"

"So the prince grows up in castle number 1 or castle number 2. What's the diff?"

Ben was checking out the omnitrix then it sparked again.

"Is everything alright with the omnitrix?" asked Star

"Ow! I don't know." said Ben. Then there was a green flash and Ben found himself transformed into a new alien. "Rath!" Ben then ripped off the chair he was just sitting in and tossed it. Star started to get scared.

"Ben?" said Star a little worried about Ben

Gwen looked back and saw that Ben was a new alien. "Ben!" said Gwen

The Tiffin floated in front of Ben and let out a whistle. Then Ben a loud roar. The Tiffin fled behind Star.

"Dude, you're messing up the -" said Kevin as he jumped on Ben's back.

"You want to fight me, Kevin Levin? Let's go!" said Ben. Then he tossed Kevin off his back. Kevin was tossed into a wall. Kevin let out a groan.

"Ben, clam down." said Star

"No, one tells me to calm down."

"Well, someone needs a time-out." said Gwen as she morphed a purple dome around Ben's head. Ben tried to pull it of but he couldn't remove it.

"Time-out?! It's time for you to learn that nobody can beat me at - did I just used up all my air?" asked Ben. Then he fell to the ground.

"I have to ask. Does this normally happen with Ben?" said Star in a worried tone.

"No!" said Gwen

After awhile Ben came around. The Tiffin was floating near Ben. Once he saw that Ben was awake it scream.

"Ben, can you understand me?" asked Gwen

"Of course I can, Gwen Tennyson! You think I'm stupid?!" said Ben

"Yeah, thick as a brick." said Kevin

"You want to fight?" Ben started to charged at Kevin. But he was held back. Ben looked and saw that he was being restrained by Gwen's energy.

"You're not helping, Kevin" said Star hitting Kevin with a blast sending him into the wall again.

"Calm down, Ben. I need you to listen." said Gwen

"You've become something called an Apoplexian."

"We looked it up in the A.L.D.B."

"Huh?" said Ben confused

"Alien life-form database."

Kevin got up and walked back to Gwen and Star. "Apoplexians are powerful, argumentative, and extremely aggressive. They believe any problem can be solved by hitting it." said Kevin

"Not true! Sometimes you have to hit things a lot!" said Ben

"It also says that they're not too bright." Then Ben growled at Kevin. "Dude, did you just growl at me?"

"You are pushing your luck Kevin." Star whispered

"Okay, Ben, I'm going to let you go, but you have to stay calm. Control your anger. No stomping!" said Gwen. Then she released Ben.

"Maybe you want to reboot the omnitrix and get back to normal?" asked Kevin

"Okay, but not 'cause you told me to!" said Ben

"Nope. It was your idea."

"Okay, here we go. Changing back." Then Ben pressed the omnitrix symbol but nothing happened. "What? It's busted!" Ben kept pressing the omnitrix symbol. "Come off me!" Ben then tried to pull the omnitrix symbol.

"Ben stop!" said Star. Then Ben flipped on the ground. Ben got back up.

"Anybody hungry?!"

Kevin set course to a place to eat. "Gwen has Ben ever been stuck like this before?" Star whispered to Gwen.

"No!" Gwen whispered back to Star.

They soon lander at a station and went to the dinning hall.

"Remember, we're on a schedule." said Gwen

"What for?" asked Ben

"To deliver the Tiffin, stop a war."

"Whatever!" Ben saw a robot carrying food. "Food robot!" Ben started to follow the robot.

"I will make sure Ben doesn't get into too much trouble." said Star giving the device holding the Tiffin to Gwen. Then started to follow Ben.

"Make it quick so we can go." said Gwen

Soon Argit came up to Kevin and Gwen. "Go where?" asked Argit

"What do you know? Argit." said Kevin as they slapped there hands.

"Kevin. Long time, no see. You look different. Did you get a haircut?"

"No."

"Gwendolyn."

"Argit. We were just leaving." said Gwen. She moved to the other side of Kevin.

"We are on a mission to deliver some major cargo - the Tiffin of Lewoda. I can't cut you in on this one, though. It's, like, for charity." said Kevin

"I understand, old buddy. Listen, they just called my order. I'll catch you later." said Argit as she left.

"Kevin!" said Gwen

"What?" said Kevin

"Why would you tell him about that? He's a con man who would sell his own mother for lunch money."

"I happen to know he got top dollar for his mom."

"Not to mention that every time we run into him, we almost get killed."

"Are you saying you don't like my friends?"

"No! I'm saying he's not your friend."

Then the door to the dinning area opened. As the Vreedle brothers entered.

"Okay, don't nobody interested in staying alive move!" said Octagon

"The Vreedles." said Kevin

"Yep. I'm Octagon, and this here is my brother Rhomboid."

"'Sup? Call me "Boid."" asked Rhomboid

"Now hand over the Tiffin so's we can hold him for ransom."

"Not gonna happen." said Gwen

"Then we've got ourselves a little disagreement." Octagon and Rhomboid aimed there guns at Kevin and Gwen.

"All things considered, I think we should give them the Tiffin." said Kevin

Then Ben holding a plate of food and Star walked back over to where Kevin and Gwen are.

"Let me tell you something, Kevin Levin! Nobody's giving nobody nothin'!" said Ben

"That's right!" said Star

"Is that an Apoplexian?" asked Rhomboid

"Yep, and they're even stupider and meaner than we are. We're gonna need what you might call an edge. Listen up! 1000 credits to anybody what join up with us!" said Octagon

Then everyone there grabbed there guns and got ready for battle.

"Now you're making it interesting!" said Ben. Then Ben picked up the robot behind and tossed it. The robot hit Rhompoid sending him flying back. Ben hit another alien that charged at him. The rest of the aliens started to charge at them. Star fired a few blast at the aliens in the upper levels. A alien grabbed the device that Gwen was holding. Gwen kicked him to make him loss his grip.

"Kevin." said Gwen as she tossed to device to Kevin. Kevin knocked out an alien before he caught the device. Then an alien grabbed him from behind and pulled him on the counter and slid him down. Kevin slid of the counter and right into Argit. Kevin rolled onto his feet.

Kevin had 6 aliens charging at him. "Star!" said Kevin as he tossed it to Star has the aliens got to him.

Star caught the device. "It's okay. I've got it." said Star Then she saw that Octagon was pointing his blaster at Ben. Ben, behind you!"

Ben looked back. Then Octagon fired at Ben. Once the smoke cleared Ben didn't have a scratch. But the food on Ben's tray was destroyed. "Let me tell you something, Octagon Vreedle! You've gone too far! A man's food is his castle!"

"I believe what you done there is mixin' yer what you might call "Metaphors."" said Octagon. Ben then jumped up and tackled Octagon to the ground. Rhomboid started to charge at Ben. Ben then round housed kicked Rhomboid to the ground. Ben turned around and saw that Octagon started to craw away. Ben grabbed Octagon and lift him up. "This is gonna hurt, I suspect." Ben then grabbed Rhomboid and tossed the two out of the airlock. Then Kevin and Gwen had to pull Ben just so they could bring him to the entrance. Star was in front of them holding the device.

"Come on! I was just getting warmed up!" They pulled Ben back to the ship. As they retuned to there mission. Ben pressed the device to open it. "You're a lot of trouble, you know that?" He then pressed it again to close it.

"I'm almost starting to appreciate the old Ben." said Kevin

"Kevin, this is serious." said Gwen

"Yeah, what if he's stuck like this forever?" asked Star

After awhile the ship was starting to get blasted at.

Then a voice came over the speaker and a image of a Incursian came on screen. "Greeting, Earth folk. This is Commander Sangfroid." said Sangfroid

"You're an Incursian." said Kevin

"Yeah, I am. Now, as you know, we Incursians love war - can't get enough of the stuff. It's what we live for."

"Uh-huh. And your point is?" asked Gwen

"This peace mission you're on - we're against it, so prepare to be boarded... then killed. Nothing personal."

Ben handed the devise to Star as he went to the front of the of the ship. "Let me tell you something, Incursian Commander Sangfroid! Rath has a better idea! I'm coming over!" said Ben. Then he started to walk back to the airlock.

"You're gonna need a space suit." said Gwen

"Whatever!" Ben then left the ship and entered the Incursian ship. Ben started to beat up the Incursian's. The Incursian's tried to blast Ben but it didn't work. Ben then got to a door and kicked it in. "Okay, Incursian Commander Sangfroid, I've beaten up everybody on the ship but you! We can fight, or you can go!"

"Fribbit." said Sangfroid

It didn't take long for Ben retuned back to the ship. "I talk to them. They said we can go." The Tiffin that was in Star's arms let some whistles and purrs. "Okay, don't get all emotional." Then the ship was fired at again. "Incursian Commander Sangfoid lied!"

"Find a seat. I'm putting us in high gear." said Kevin. The ship started to move so fast that Ben, Star and the Tiffin were sent flying back and were stuck on the back wall. The Incursain ship followed kept up with them still firing at them. Kevin notice that they were head towards something. "A black hole. Cool!"

"No, not cool. Vary not cool. We'll get suck in!" said Gwen

"No, we won't. But they will." Kevin turned the ship up to and started to fly away from the black hole. They passed the Incursain ship just as it was getting sucked into the black hole. After that Kevin decreased the speed. This freed Ben, Star and the Tiffin. Ben decided to go back in the chair and take a nap and Star watch the Tiffin. While Kevin and Gwen checked the engines on the computer because after the stunt he pulled they didn't sound to good. After awhile the Tiffin got free from Star. It floated over towards Ben and started to flick Ben's noise. Star tried to grab the Tiffin without waking Ben up. But the Tiffin move to the other side of Ben and continued to flick Ben's noise. Ben woke up and grabbed the Tiffin.

"What is your problem?!" asked Ben angry that he was woken up. The Tiffin let out a low whistle. "Whatever." Ben let go of the Tiffin.

Star grabbed the Tiffin. "Sorry, Ben he just got away from me." said Star. The Tiffin just stared at Ben.

"I guess he is kind of..." Then Ben and Star noticed that Kevin and Gwen were staring at them.

"What?" asked Ben and Star

"We have good news and bad news." said Kevin

"The bad news is that black hole stunt Kevin pulled damaged the engine." said Gwen

"But the good news is I found a planet near here with exactly what I need to get us going again."

"And what's that?" asked Ben

"You're not going to like it." said Gwen

"What do you mean by that?" asked Star

Kevin landed the ship they left the Tiffin on the ship. Star and Ben got a good look around a quickly figured out what they are here for.

"Taedenite?!" shouted Ben

"See, I said Ben wouldn't like it." said Gwen

"Well, I don't like this either." said Star

Ben then grabbed Kevin and lift him up. "Aah! What's the big deal?" asked Kevin

"The big deal?! The big deal is 'cause... uh... Aah! Star tell him!" said Ben. Then Ben put Kevin down.

"Because every time you mention taedenite, Volcanus shows up and tries to kill us." said Star

"What she said!"

"Come on! You're exaggerating." said Kevin

"Hey! What are you doing here?!" asked Volcanus as he left one of the mines. Then Volcanus's robot minions started to surround them. "It doesn't matter. Kill them!"

"What was that about us exaggerating, now." said Star

"Hang on. Is that you, Tennyson?" asked Volcanus noticing Ben.

"Yeah. So?" said Ben

"So, what happened? You set the omnitrix to "ugly"?" Volcanus started to laugh. ""You set the omnitrix to ugly" - that's good." Ben claws on his hands started to extend out more. Volcanus's minions started to laugh.

"Let me tell you something, Volcanus!"

"Whoa, big guy." said Kevin as he stopped Ben from attacking. "Let me handle this."

"You?" asked Star and Gwen

"Yeah, me. You think Ben's the only on who can do a negotiation?"

"Well, not at the moment." said Gwen

Kevin then started to walk towards Volcanus. "Volcanus, you've made a lot of money off me. Do we have to be enemies?"

"Uh, pretty much, yeah" said Volcanus

"Even if I'm willing to pay for what I need - say, 10 times the going rate?"

"I like the way you're thinking. But considering that we're on my territory and there's nowhere for you to escape, the number seems... low."

Then Ben walked up. "Come on! That's a great deal considering every time we run against you, we kick your butt!" said Ben

"What did you say?"

"I should have said, "spank your butt" since you're just a little baby in that big, mechanical suit!"

"Uh, Ben, I've got this one." said Kevin trying to get Ben to stop.

"I'm gonna call you "baby man," baby man."

"You're not getting any taedenite from me! In fact, you can forget about getting off this planet! Whack 'em!" said Volcanus. His minions started to charge at Ben, Star, Kevin and Gwen. Kevin made crystal shards come out of one of his arms.

"Hey! I was negotiating." said Kevin as he block an attack from one of Volcanus's minions and then punched it. Star and Gwen fired blast at the minions. Ben was hold up two minions. "No, this is negotiating!" said Ben. Then he hit the two minions agents each other. Star kept blasting the minions with a few punch and kick throw. Ben kept attack minions. Soon Kevin and Gwen were back to back. They kept fighting of minions. "This whole trip is like one of those dreams where everyone you know is in it... and they all want to hurt you."

"I don't have dreams like that." said Gwen

"Oh, uh, me either."

Volcanus aimed a blaster at Ben. Ben hit the ground and send a shock was sending Volcanus. Ben pulled Volcanus out of he's suit and lifted him up. "You've ruined my whole supply!" said Volcanus

"I see a couple of good pieces in that pile." said Ben

Kevin got the taedenite he needed and fixed the engine. Once that was done they continued on the mission.

They arrived at the planet they were heading.

"As we make our final approach to the Pantophage home planet, let me say thanks to all of you for flying with us on Kevin Levin airway." said Kevin

"Oh, just button it." said Gwen

The Tiffin started to feel depressed. "What is little guy?" asked Star

"I have an incoming signal... from the planet Lewoda." Then Gwen let the call through.

An image of Cicily appeared. "My dear Tiffin, I just wanted to tell you how proud I am of what you're doing for our people. Please, I beg of you, do not give my son to the Pantophage." said Cicily

"Hang on. You came to us, 'kay? We didn't ask for this job, but like it or not, now we got to finish it!" said Ben

"Don't be such a hardnose about it." said Gwen

"No, he is right. It is as it must be." said Cicily

They soon landed on the planet. They left the ship and entered a castle. They made there way to the creature on the thrown.

"I am Jerret, king of the Pantophage." said Jerret

"Let's jet it over with." said Ben as he grabbed the device that held the Tiffin in it from Star. He started to walk closer to Jerret. "We brought you the Tiffin!"

"And I thank you for your trouble." Jerret grabbed the deviced with two of his fingers. The Tiffin started to whimper.

"Sorry, little guy." Ben the let go of the device. Jerret lifted the device up. A servant walked over carrying a something brown on a tray. Jerret dumped the Tiffin on to it.

"There. Isn't that lovely?" Then Jerret picked it up and ate it.

Ben, Star and were shocked at what they saw. As Kevin fainted from it. "Did you just eat the baby?!"

Jerret liked his fingers. "Yes, I did."

"I thought you were gonna keep him! I thought he was a peace offering!"

"Yes, well, he was all that, plus a rare delicacy. That's what a peace offering is here on my planet."

"Eating... babies... is not... cool!" Then Ben jump onto Jerret's face and forcefully opened his mouth and jumped in head first. Jerret felt Ben doing something in him. Then Ben came out of Jerret's mouth smashing his teeth in the progress. Ben landed near Star, Kevin and Gwen. He reviled that he rescued the Tiffin. The Tiffin let out a few squeaks. "Yeah, I know. Same here."

Jerret moved his tongue around feeling the hole in teeth. "How dare you! Certainly you realized that this means war!" Jerret said with a lisp

"Hold this." Ben gave the Tiffin to Star. Ben jump back up onto Jerret's face again. "Let me tell you something, Jerret of Pantophage, I just jumped down your throat! You start a war with the Lewodans, and I will do it again, only next time I will knit your intestines into a sweater!" Then Ben jumped off Jerret's face and land back with Star, Kevin, and Gwen. When Jerret looked back at Ben he started to growl. This caused him to get scared. They soon exited the castle as they left the castle another ship landed. Zavinom and Cicily exited the ship. The Tiffin floated to Cicily once he saw her.

"My son - alive! It's a miracle." said Cicily glade that the Tiffin was alive.

"Glade to help. Now, about our fee - ugh!" said Kevin as he was elbowed by Gwen.

"We're happy it all worked out." said Gwen

"Nevertheless, on behalf of Lewoda, Let me offer our sincere gratitude to you for negotiating a peace treaty with the Pantophage, who otherwise would have -" said Zavinom

"Did you know Jerret was gonna eat the baby?!" asked Ben

"Uh, well, I wasn't sure exactly, but -"

Ben held out his fist with his claw out. "Never talk to me... again."

Zavinom slowly backed away and returned to the ship. Ben lowered his fist as Cicily walked up. "Thank you, Ben Tennyson. Thank you all." said Cicily. Then the Tiffin let out a few whistles. Cicily carried the Tiffin back on the ship. They flew away. Once they were gone the omnitrix let out a few sparks. Then Ben returned to normal.

"Ben, you're back to normal!" said Star as She gave Ben a hug.

"Yeah! As soon as the Tiffin left, I went back to normal." said Ben

"The baby must have sent out some kind of interference that messed with the omnitrix." said Gwen

"Good guess." said Kevin

"You knew?" asked Ben with hint of anger as he turned around.

"Then why didn't you tell us?" asked Star

"Well, I wasn't sure exactly, but -" said Kevin imitating Zavinom.

"Kevin..." said Ben and Star with Ben getting a little more angry.

"Rath would like a word with you." said Ben as he activated the omnitrix and hit it turning back into Rath. "Let me tell you something, Kevin E. Levin!"

"Please don't." said Kevin in a scared tone.

"Ben, wait." said Star. Ben stopped once he heard Star. Then Kevin let out a sigh of relief. "Let me get my phone out first. So I can record it." Star took out he phone. Kevin started to get scared again as Ben creaked his neck.

Author Notes:

Dragon Storm: 1) yes even if I don't write Alien Swarm it will still happen it will just be set between the events of Starcrushed and the episodes of the battle of Mewni because there is a small time skip between them. 2) I didn't wanted to bother people but if someone want to make me a cover art they are free todo it just PM me a link to it. I would enjoy see people make art based off my story.

Benalien100: 1) for the song is about Star so thing she has done or in might be in it. The thing with Vilgax attack or the omnitrix being destroyed won't be in there. But the Highbreed war and her wand being broke might be in there. 2) As for the other member that knows about Azmuth you will just have to wait. 3) I don't think Kevin well attack Mewni for a few reasons one he doesn't have a way to get there one but who knows.


	60. Baby

At the Butterfly castle in the dinning hall. River was eating what looked like chicken. River then noticed that Moon was just moving around her plate.

"What's wrong?" asked River

Moon let out a sigh. "I just can't stop thinking about what happen to Glossaryck." said Moon

"So he's gone. Good riddance I saw. That little guy always creped me out."

"But, Star is all alone on Earth now. At a curtail point in her training. We may need to consider bring her back to Mewni."

"What! But she is in the middle of school we can't disrupted her life like that."

"Then that leaves us no choose but to have her evaluated." Moon took out small purple vile and placed it on the table.

"No, no! No, no! No, no! Nope, nope! " River kept repeating himself as he grabbed quite a bit of food off the table.

"What other options do we have?"

"But I can't stand that stupid... I say nope! Nope!" Then River left the room with the room.

Moon took the cork of the vile. Then a black mist came out and started to go around. It flew passed Moon as it left the room. The mist passed River and ate the food he had. "I should call Star and let her know that she is coming." Moon said to herself. Moon went over to her mirror and called Star.

On Earth in Star's room.

Star's mirror want off. Star answered her mirror and saw it was Moon.

"Oh, hi mom. So why are you calling?" asked Star

"I just thought I would let you know that Baby is head to evaluate you. And depending on how you do will depend if you will come back to Mewni or not."

"What!" Star said surprised

"She should be there tomorrow. I just thought I would let you know. I love sweetie."

"I love you too, mommy." Then Moon hanged up the call. Star was starting to get nerves.

The next day Star was making sure everything ready for Bay's arrival. As she was doing that she had Ben and Gwen make some food to get ready. Ben was in his Echo Echo form to help out more. Star started set up a spot up a table outside. Then the clones of Ben started to bring out food on a the table.

"I have to ask, Star. Why you need all these food?" asked Ben right after he retuned to normal.

"I have to make a good impression." said Star. Then Star stared to get more worried then she has ever had before. "I'm not ready! I'm not ready! I can't believe this is happening!"

"Ready for what?" said Gwen as she made her way outside.

"I'm curious about that as well. I have never seen you like this before." said Ben

"I am being E-V-A-L-U-A-T-E-D." said Star

"Why are you being evaluated?" asked Ben

"And why did you spell it?" asked Gwen

"Yeah, I don't know why I spelled it. Any way my mom is sending someone over to see how far along in my magic training I am since I came to Earth." said Star

"That doesn't sound so bad." said Ben

"Yeah, I don't see the big deal." said Gwen

"You two don't understand. If I fail, I could get sent back to Mewni." said Star

"What!" said Ben and Gwen surprised what Star said.

They saw a black mist go towards Star's room. But noticed that there were people in the backyard. It went down there and Baby reveled herself.

"Aww!" said Star and Gwen

"I'm here to evaluate one Star Butterfly." said Baby as a clipboard and pen appeared.

"I'm Star Butterfly. And you must be Baby." said Star

Baby then noticed the spray. "Oh, food." Baby turned into her mist form and ate all the food in like three seconds. Then returned back to normal. "More please."

"We worked all day on that." said Gwen

"Wow that has apatite as big as Upchuck." said Ben

Star smiled at Ben and Gwen as she nodded her head towards the door. Then Ben and Gwen entered Ben's house and went to the kitchen.

"So how does this evaluation work?" asked Star

"How do you think it should work?" asked Baby

"I don't know?"

"Why don't we start in your room."

"Okay." Star showed Baby to her room.

Baby started to look around Star's room. Then her eyes fell on her closet. "What's that?"

"Oh, that. That's nothing. Its just my secret closet. It's boring..." Then Baby started to fly towards it. "No! Don't!" Star followed Baby in the hopes of stopping her. But Baby opened the closet and saw what was inside.

"Interesting!" Baby started to write on her clipboard.

"What do you mean by interesting? Is it good interesting or bad interesting?" Star asked in a worried tone.

"Interesting! May I see your wand?"

"Sure." Star then showed Baby her wand.

"It looks so different from your moms." Baby said as she checked it out. Then started to write on her clipboard.

"But isn't the wand supposed to change depending on the welder?"

As Baby wrote on her clipboard she noticed two books on her desk. She flew over to them. "What are these?" Baby asked as she pointed at a notebook and a small black book.

Star picked up the notebook first. "This is something I have been working. It's my own spell book."

"Oh, that interesting!" Baby said as she looked thru the book. Then wrote on her clipboard. "And what about the other one?"

Star picked up the black book. "Oh this? It's just one of my friends spell books she is letting me borrow."

"This is also interesting!" Baby wrote on her clipboard.

"It's to bad I can't cast any spells in that book." mumbled Star

"What did you say?"

"Nothing!"

Ben entered the room with a tray of drinks. "Anyone thirsty?" asked Ben. Baby turned into black mist and drank all everything Ben brought. "How's it going." Ben whispered to Star

"Interesting!" Star whispered to Ben

"Good interesting or bad interesting?" Ben whispered to Star

"I don't know. But get more food."

"Now Ms. Butterfly how is your spell casting?" asked Baby

"My spells are great."

"Good. Would you bring me that apple, please?"

"What apple?" Star asked not seeing any apple. Then an apple appeared on Star's desk. "Oh, sure." Star picked up the apple and walked it over to Baby.

"No. I mean, bring me that apple, please. With magic."

"Then why didn't you say so." Star walked the apple back to he deck and set it down. "Levitato." Star floated the apple to Baby. Baby wrote on her clipboard.

Baby gave Star several more magic test. And after Star was done with each Baby would write on her clipboard.

"Okay! That's it. I have seen everything that I need to see. Thank you." said Baby. Then Baby turned into a black mist and started to leave Star's room.

"What! Hold up!" said Star as Baby returned to normal. "How did I do?"

Baby looked thru the notes she had made. "You passed but only barely." Baby turned back into a black mist and started to head for the window again.

"What do you mean I just barely passed?"

Baby returned to normal. "Princess, would you like me to read you the results of my evaluation? Let's see it tells me you have a closet full of secrets."

"But what does that have to do with..."

"While under your care you're wand. The single most important heirloom of the Butterfly dynasty was broken. You lost the sacred book of spells and replaced it with a college ruled notebook. However your magic on the other hand is another story. Not only you know basic magic but also advance magic I wouldn't think you be able to use at this moment. If it wasn't for how good you are at magic you would have failed." Baby then turned back into a black mist and left.

At Mewni

Once Baby got back she started to tell Queen Moon the results.

"Well she has a closet full of secrets, a broken wand, a notebook with her own and a lot of spells from the stolen book. But here magic is far along." said Baby as she was eating.

"So did Star pass or failed?" asked Moon

"Star passed. But she is no where near your skill level at her age. She is far beyond it. In fact I haven't seen anything like this since Queen Eclipsa."

Moon was shocked when she heard Baby compare Star to Eclipsa.

Author Notes:

Benalien100: as I said you will just have to wait and see.

Dragon storm: 1) I might make it a contest if I get quite a few in but I don't know about the prize. 2) Or I can have Pluto join the time war in omniverse but as I said before I don't want to crossover my stories that way they don't have to read it to understand the charters. 3) Star might learn how to drive. I was wondering what happened to Ben's car from ultimate alien. 4) it's only there because that's when Star wouldn't be with Ben, Kevin and Gwen. but as I said I might write it as its own story.


	61. Primus

A robot was tossed through a sigh and landed on a gas station. Kevin jumped thru the sign and charged at the robot. Then Gwen fired a purple energy at the robot stopping it. Kevin jumped up on the robot and wrapped his arms around its head and then started to pound the robots head.

"Didn't we already destroy this thing before?" asked Star as she and Ben caught up with Kevin and Gwen.

"Not this one. Techadons are mass-produced battle robots."

The robot broke out of the purple energy knocking Gwen back and Kevin off him. The robot started to stomp on Kevin. Ben activated his omnitrix and hit it turning into Lodestar. Ben started to us magnetic powers to stop the robot.

"To bad, so sad. You just can't resist my magnetic personality." said Ben. Then he increased the power and the robot started to break apart. Then one of its arms dethatched. The arm then started to walk away.

"Don't let the gauntlet get away!" said Gwen

"I got it." said Star as fired at the gauntlet and hit it causing it to be destroyed.

Ben kept using his magnetic powers on the robot. Electric started to spark out of the robot. Then Ben was returned back to normal. "Okay what just happened?" asked Ben confused that he turned back to normal.

" **Omnitrix must return to Primus.** " said the omnitrix

"Who's Prmus?" The robots only hand left turned into a plaster. The robot fired at Ben. Gwen quickly but up a shield to protect Ben. "Thank."

"Don't just thank me. Turn into something and fight!" said Gwen. Then Gwen fired hitting the robot sending it flying. Ben tried to us the omnitrix again but it didn't worked.

" **That function is not available. Omnitrix must return to Primus.** " said the omnitrix

"What's that all about, Tennyson?" asked Kevin as he was beating up the robot.

"I have no idea. This has never happened before." said Ben. He tried using the omnitrix again but this time the aliens didn't came up. "Where are all my aliens?"

" **That function is not available. Omnitrix must return to Primus.** " said the omnitrix

"Somebody named, Primus is jamming the omnitrix?"

"Never heard of him." said Kevin as he ripped of the robots head.

"Guys!" Then a green orb started to surround Ben.

"He's teleporting." said Gwen

Quickly Star, Kevin and Gwen jumped into the orb.

They soon found themselves on a another planet.

Ben fell to the ground with Star, Kevin and Gwen landing on top of Ben.

"Ow!" said Ben in pain.

"Sorry!" said Gwen

"Yeah, sorry! We didn't feel like behind left behind this time." said Star

"So, what is this place?" asked Kevin

"Not a clue." said Ben

"I will say this, I haven't seen anyplace like this before." said Star

They saw some mechanical bugs drinking from a river of green water before they flew up to the top of the mountain. Then the omnitrix satered to beep.

"What's with the flashing?" asked Kevin

"I have no idea! We'll add it to the list of things I don't understand." said Ben

Then those mechanical bugs started to head towards Ben, Star, Kevin and Gwen.

"Incoming!" said Kevin

They started to runaway from the mechanical bugs.

"This is a bad time for the omnitrix to stop working." said Ben

Some of the mechanical bugs flew in front of them. They were surrounded by the mechanical bugs.

"Kevin you handle those." said Gwen pointing to the group of mechanical bugs from the direction that they came from. Kevin hands morphed into hammers. Then he started to attack the mechanical bugs destroying the ones he battled. Star and Gwen both fired blast at the other group of mechanical bugs destroying them. Gwen saw a few were about to dive at Ben, Star and Gwen. Gwen quickly brought up doom to protect them.

"It looks like they are after the omnitrix!" said Star

"Well, good luck getting it off. The omnitrix isn't going anywhere without me." said Ben. Then omnitrix opened up and three green beams were fired each beam hit a mechanical bug. The mechanical bugs stopped there attack.

"What is the omnitrix doing?" asked Star

"I have no idea."

"Well what ever it is. It isn't destroying them. It's scanning them." said Gwen

"So it's taking a DNA sample?" Ben asked confused why the omnitrix would be doing that.

"Well, stop taking samples, and start taking names. You're Mr. Big-shot wielder of the omnitrix. Wield something." said Kevin

Then the green beams from the omnitrix stopped. " **Omnitrix has returned to Primus. Ben Tennyson has fulfilled purpose. Omnitrix must find creator.** " said the omnitrix

"Wait, what?!" said Ben in a confused tone. Then the omnitrix was removed from Ben's wrist and floated up in to the air. One of the mechanical bugs grabbed it. Then the mechanical bug with the omnitrix and the others started to fly away.

"Quick! Don't let it get away!" said Star. Both Star and Gwen fired to stop the mechanical bug with the omnitrix. But they only hit the mechanical bugs without the omnitrix.

"The omnitrix is gone." said Ben. Then went into the forest to catch up with the mechanical bugs. Kevin morphed his hands to cut the vines in there path. "Azmuth is going to kill me for losing the omnitrix."

"Dude, he's already so mad at you, it couldn't get any worse." said Kevin

"Because of me." Star whispered to herself.

"Really?" asked Ben

"No." said Kevin. Then Ben tripped and saw a some destroyed mechanical bugs they were chasing. "Must be some of the ones that Star and Gwen trashed."

"Not a chance. We're over a mile from where Star and I was blasted them." said Gwen

Ben picked up a piece of the mechanical bug and checked it out. "Now that you mention it, these are scorched, like from a ray gun." said Ben

"It sound like we're not the only ones here." said Star

"There's no rust, no moss. The jungle hasn't grown over them." said Gwen

"Didn't happen vary long ago." said Ben

"Good reason to keep on moving." said Kevin

They kept going through the forest.

"I wish I could change into spidermonkey. He would be handy right now." said Ben

"Well, better get used to being you. What if you never get the omnitrix back?" asked Kevin. Bothe Star and Gwen stared at Kevin. "It's a legitimate question."

"I've got to get it back. I will get it back. Without it, I'm-"

"Just a regular guy." said Gwen

"I know, I know."

"Don't worry Ben." said Star

Then they found themselves in front of a bigger green river.

"It's gonna take all day to walk around this thing." said Ben

"No, it won't." said Star as she pulled out her dimensional scissors and open a portal. They went into the portal an appeared on the other side of the river. Star closed the portal once they got on the other side. They started to climb up the mount. They found a cave in the mount and walked into the mount. As they made there way through the cave the heard something in the distance. They soon saw Vilgax and what looked like Humongousaur fighting each other.

"I'd say somebody else beat us to the omnitrix." said Kevin

"It's got to be that Primus guy. He and Vilgax must be working together." said Ben

"Then why are they fighting?" asked Kevin

"Maybe they having a disagreement." said Star

The battle continued. "A valiant effort, but not nearly good enough!" said Vilgax. Then pulled his sword and fired a beam at the Humongousaur. A green light came from the Humongousaur and reviled that it was Azmuth.

"Give me a minute. I'm a little out of practice." said Amuth

"It's Azmuth." said Ben

"Should have known. The omnitrix kept saying it was looking for its creator." said Gwen

Vilgax picked up a bolder and tossed it at Azmuth. Azmuth activated the omnitrix and hit it. As the bolder landed on him. Azmuth lifted up the bolder in the form of Rath. "Let me tell you something, Vilgax, conqueror of ten worlds - Azmuth will defeat you! Azmuth will hunt you down, even though you're standing right here! You are no match for the awesomeness of Azmuth!" said Azmuth. Then he punched the bolder splitting it down the middle half. Azmuth tossed both halves of the bolder at Vilgax. Vilgax fired his eyes lasers destroyed both halves of the bolder. Vilgax fired his eye lasers at the roof of the cave and caused the stalactites to fall. Azmuth started to dodge, but soon got surrounded. Azmuth returned to normaol as he left the ruble and the collapse to the ground.

"We've got to help him." said Ben

Ben was about to charge when Gwen stopped him. "You can't fight Vilgax like this. Stay here!" said Gwen. Then Star, Kevin and Gwen ran towards Vilgax.

Vilgax grabbed Azmuth and lifted him into the air. "To the victor goes the spoils." said Vilgax

Kevin cam up to Vilgax with both his hands in the form of morningstars. "Sorry to spoil your spoils." Kevin punched Vilgax in the gut. Vilgax then grabbed Kevin and tossed him. Gwen ran up and fired a blast at Vilgax, but he was unaffected by it. But Star fired a huge blast at Vilgax on his side sending him into a wall. Vilgax came out of the wall without a scratch.

"If the three of you are here, then Tennyson cannot be far behind." Then he blow out a hug gust of wind at Star. Star was blown in the wall of the cave. Vilgax the blow out a gust of wind at Gwen and Kevin last. Vilgax took the omnitrix from Azmuth and dropped him. "At last, the omnitrix is mine.

"No." said Ben

"Behold, the power of the omnitrix." Vilgax tapped it, but nothing happened. Vilgax kept on tapping it, but still nothing happened. Vilgax grabbed and picked up Azmuth who was trying to crawl away. "Tell me how to use it."

"Um... no." said Azmuth

Vilgax then tossed Azmuth. "Omnitrix, I am your master now. I command you... Brainstorm! Big Chill!"

Ben snuck up and picked up Azmuth. "Ben Tennyson?"

"Azmuth. Everything's going to be okay." said Ben. Then patted Azmuth on the head.

"Did you just "there, there" me?"

"The omnitrix teleported me, Star and our friends to this planet."

Azmuth whipped out off the dust from his cloths. "Now you must gather them and leave this place while you still can."

"But the omnitrix -"

"Is no longer yours, Ben Tennyson. Vilgax has it."

"We can't let Vilgax -"

"I concur. But its operation is beyond his abilities. And I would die before revealing its secrets to him. Now go, before -"

"Ben Tennyson!" said Vilgax. This got Ben and Azmith attention. "I know you are here somewhere. If you ever wish to see your friends alive again, step forward." Vilgax was hold in his hand Star, Kevin and Gwen, all three were unconscious.

Ben was about to give himself up, but Azmuth stood in his way. "They're already lost. There's nothing you can do."

"I'll think of something." said Ben. Then he started to walk over Azmuth. "Vilgax! I'm here! Let them go!"

Sometime later Ben, Star, Kevin, and Gwen found themselves chained up.

"Ooh, good plan, Ben." said Kevin

"What? I couldn't let Vilgax finish you off." said Ben

"Now let figure a way out of this." said Star

Gwen eyes started to glow. Then Gwen's headband zapped her. "I can't use my powers." said Gwen

"The headbands - neural inhibitors." said Kevin

Vilgax walked up to them. "Tell me, Tennyson, is there a key? A magic word?" asked Vilgax

"You'd have to ask Azmuth, not that he'd ever tell." said Ben

"For your sake, pray that you are wrong. For if he does not, the great Ben 10 and his friends shall be fed to the codon stream."

"Codon stream?" asked Star

"That's bad, right?" asked Ben

"You amuse me to the vary end, Ben Tennyson." said Vilgax

Vilgax walked away as the floor below them opened up. They were dangling over the green liquid they have seen before.

"What's a codon stream? I thought that stuff was green lava." said Gwen

"Seriously? We're about to be boiled alive, and you want to learn vocabulary word?" asked Kevin

Then Azmuth reviled himself from the shadows. "The codon stream is the key to everything." said Azmuth

"Azmuth!" said Ben

"Quick, chew through our chains." said Kevin

"I am not a rodent." said Azmuth

"Could have fooled me."

"I just wished to thank you, all of you, for your service to the universe."

"What?" said Ben and Star

"We've had our differences, but I know your hearts are in the right place. Although, if it were my design, I'd move your heart a bit more to the center."

"You're not gonna leave us here?" asked Gwen

"What choice do I have? The power of the omnitrix must be kept from Vilgax at all cost."

"Why, you little -" said Kevin

"How about that Primus the omnitrix kept talking about? Is he a good guy or a bad guy?" asked Ben

"And can he help us?" asked Star

"Primus isn't a man. Primus is this whole planet - an organic machine of my creation, a verdant world where the codon stream contains the DNA of every sentient species in the universe. Haven't you ever wondered how I was able to collect a sample of DNA from so many like forms?" asked Azmuth

"Those flying creatures that attacked us and took the omnitrix." said Ben

"Volaticus Biopsis. I created those, too. They wander the universe, seeking the DNA of sentient life. In any event, when Vilgax arrived here, Primus felt threatened, so it summoned the omnitrix home."

""Omnitrix must return to Primus.""

"Exactly. And you were attached to it, so you came, too. Primus had previously alerted me to its distress, and I came here. I knew the omnitrix would not be far behind."

""Omnitrix must find creator.""

"The Volaticus Biopsis brought it right to me. Not the way I would have chosen to find out if the fail safe works. It's always better to test these things in the lab than out in the field."

"If all the DNA is here on Primus, what's inside the omnitrix?" asked Gwen

"Bright girl. The omnitrix is like a wireless device, communicating across the universe with the server that contains its database of DNA."

"Primus." said Ben

"Without Primus, the omnitrix is useless."

Then Vilgax started to walk back. "This world is important to you, eh, Azmuth? More important than your own life or those of these insipid children? That leaves me an intriguing option. Tell me how to activate the omnitrix, or I'll destroy the whole planet." said Vilgax

"No!" said Ben

"Ben!" said Azmuth

"Azmuth can't help you. He's just trying to protect me. I'm the only one who knows how to work the watch."

"That's not -"

"Button it, genius." said Kevin

"You'll make the omnitrix work for me?" asked Vilgax

"If you let Star, Gwen, Kevin and Azmuth go." said Ben

"We have an agreement. Teach me to operate the omnitrix, and I'll free your friends. But you, Ben Tennyson, will die."

"All right. I guess I have no choice."

"Ben, don't do it!" said Star

"Don't worry, Star." Then Ben gave her a wink.

Vilgax pulled him off the wall freeing him from his chains. "Show me... human." said Vilgax as he held his arm out that the omnitrix was on.

"See, when you turn the dial, you have to be pushing in at the same time." Ben activated the omnitrix and then hit it.

"Ben, no!" said Azmuth

Vilgax was transformed into Goop. Vilgax flew up in the air and use his acid to cut down a stalactite. Vilgax landed in front of Ben. "The power is unbelievable. I can do anything!" said Vilgax

"Almost anything." said Ben. Then he jumped over Vilgax grabbing the floating disc above him and pressed a button on it. This caused Vilgax to turn into a puddle.

"What did you do? I can't move."

"I know. I turned off Goop's artificial gravity." Ben walked over to Vilgax and started to pull of the omnitrix symbol off Vilgax. Once the omnitrix symbol was off Vilgax. He returned beck to normal and the omnitrix was on Ben's wrist. "It looks like my plan worked." Soon Vilgax got back up from the ground. Ben activated the omnitrix and hit it. "Cannonbolt! It feels good to be back." Ben rolled up in a ball and charged at Vilgax rolling into him a few times. Vilgax stared to fall into the codon stream, but grabbed Ben's leg pulling him down. Ben grabbed the ledge.

"If I go, you go."

"I've got a better idea." Then Ben kicked Vilgax hand. Vilgax let go of Ben's hand and fell into the codon stream. Ben pulled himself up and retunied to normal.

"You didn't do it on purpose, Ben." said Gwen

"The guy totally had it coming." said Kevin

"I'm just glade you are alright." said Star

Azmuth walked up to Ben. "Beware. It is not over. The bioenergy in the codon stream, combined with -" said Azmuth

"Ben Tennyson!" shouted Vilgax. Ben, Star, Kevin, Gwen and Azmuth looked and saw that Vilgax was growing to the size of Way Big. "Prepare to meet your doom."

"Yeah. I don't think so." said Ben. He activated the omnitrix and hit it. "Way Big!"

"I will destroy you!"

They started to fight both dodging and trading blows. Then Ben grabbed one of Vilgax's arms and started to punch him with it. "Stop hitting yourself. Stop hitting yourself. Stop hitting yourself."

Kevin was Laughing. "Classic." said Kevin

Ben then grabbed Vilgax's leg and started to spin around. Ben tossed Vilgax. Vilgax went through the roof of the cave and was sent into space.

Later after Star, Kevin and Gwen were freed from there chains. They all left the cave.

"I suppose I'll have to move the planet and hide it again." said Azmuth

"But now we've got a giant Vilgax out there somewhere to worry about." said Ben

"The effects of the codon stream will wear off shortly."

"meaning we've just got a regular-size Vilgax to worry about." said Kevin

"Azmuth, about the damaging the omnitrix. That was my fault." said Star

Azmuth let out a sigh. "This is the second time you damaged something I made." said Azmuth

"What do you mean by that?"

"You'll find out soon." Azmuth said with a smirk.

Author notes:

benalien100: I already have picked out the alien that Ben is going to turn into.

Dragon Storm: Sorry if I sound mad and to be honest they have changed or removed stuff in omniverse for example they removed Primus, Jetray, and Ken (Gwen's brother)

Guest: You will have to wait and see


	62. Running With Scissors

It was a rainy day in Bellwood.

Ben opened Star's door and saw that Star was trying to cast some spells from the book that Gwen let her bower. But no matter what nothing would happen. Star was starting to get frustrated by this. "Awww! Why can't I do this. It was easy with the spells I have made and the spells in the book." said Star. Then Star noticed Ben was at the door. "Hey Ben!"

"I was wondering if I could borrow your dimensional scissors? So I can go to Mr. Smoothy without getting wet." asked Ben

"Sure! Just bring me back a smoothie well." Star passed Ben the dimensional scissors.

Ben returned to his room. Soon after Ben closed the door he used the dimensional scissors. The portal that open looked different then normal. Then a arm reached in and grabbed Ben and pulled him in. Ben the found himself in a strange new place. "Where did you get these?" Asked a voice. Ben looked back and saw a white skinned woman with horns and red hair. She was wearing a yellow dress with some orange at the end. "Seriously, fleshwad. Talk."

"I'm borrowing them from my girlfriend." said Ben

"Wrong answer. I'm the forger of all dimensional scissors. Each pair is made specifically for the entity who earns them." Hekapoo then held scissors up to the flame on her head. The scissors blades started to glow. Hekapoo held up them up to Ben's face, and a strange writing appears on it.

"I can't read that." Ben pointed to the scissors, but Hekapoo slapped Ben's hand.

"That's me. That's my name. He-ka-poo. Hekapoo! You humans are lame times a thousand."

"Well that's your option. And I don't care whose name is on them. I borrowed them and I'm going to return them."

"And how do you propose you're going to get them back?"

"Well, why don't I earn them..."

Then Hekapoo fell to the ground and burst out in laughter. "That's rich."

"Don't underestimate me. Trust me, I have accomplish some stuff you would never believe."

"Yeah, right. But this should be amusing. All you have to do is blow out my flame."

"Really!? That's easy!" Ben tried to blow out the flame, but Hekapoo jumped up into the air. Ben ran towards Hekapoo, but she jumped out of the way again. Ben started to run after Hekapoo and she started to run as well. Once Ben lost sight of Hekapoo, she turned up behind him and slapped him on the back of the head. This happened one more time before Ben turned around. Then started to run the other way. Ben was head towards Hekapoo. She opened a portal that Ben ran into. Ben soon going over the edge of a cliff. He grabbed a root of the tree. Then Hekapoo came through the portal.

"Bye-bye."

Ben started to lose his grip as he started to fall he activated the omnitrix and hit it. "Big Chill!" Hekapoo looked over the edge. Ben flew up blowing out the flame of Hekapoo. Hekapoo then disappeared. "That's wearied." Ben said as he landed.

"She didn't have the scissors." said Hekapoo. Ben turned and saw dozens of copies of Hekapoo. "And you'll have to blow out a whole lot of flames to find them." Then one of the Hekapoo's held up the dimensional scissors. Ben glided down and landed in front of the group of Hekapoos. Ben wrapped his wings around him and started to walk in the Hekapoos. As the Hekapoos that Ben passed by tried to slap him on the back of Ben's head. But there hands went through Ben and became frozen solid. Ben soon made his way to the center of the group where the Hekapoo with the dimensional. Then Hekapoo opened nine different portals. Then all the Hekapoos ran into different portals. A few tried to shoulder hit Ben but there bodies got frozen. But in the confusion Ben lost sight of the real Hekapoo.

Ben then turned back to normal. "Really!"

"It may take days, months, even years. But I do have to say you surprised me there." said Hekapoo's voice coming from somewhere.

"You haven't seen nothing yet!"

"This is starting to get interesting now."

Back with Star.

Star kept on reading and trying to cast some of the spells in the book that Gwen gave her. But Star still couldn't cast any of them. This got Star frustrated even more. She throw the book against the wall. "Why is this so hard?" Star asked herself. Then Star saw the time. "Ben should have been back by now. I wonder what's taking him so long?" Star then headed towards Ben's room. She entered the room and noticed a portal she didn't recognized. "This dose not look good." Star pulled out her cellphone and called Pony Head. It didn't take long for Pony Head to pick up the phone.

"Hey, girl. I'm doing my cardio. Okay, hold up. I'm gonna put it on an incline." said Pony Head as she pressed a button on the treadmill. "Okay, girl, what's good?"

"Well Ben borrowed the dimensional scissors to get us some smoothies and the portal looks like this." Star pointed her phone at the portal so Pony Head could see.

"Oh, snap! That's bad!" Pony Head said shocked to see that portal.

"Yeah, that's what I thought."

"That red portal is Hekapoo's. You need to get away from it, and if she asks, you do not tell her you got those scissors from me, okay?"

"Wait! I thought Hekapoo gave you those scissors."

"I mean, yeah. She left the scissors in the bathroom at the Bounce Lounge, and, um, what happened then was, uh, I took them. So yeah, basically, they're mine."

"What? No, Pony, that's stealing."

"Uh, I'm pretty sure that's called finding."

"It's stealing if you don't give it back. Anyway, is Ben in trouble?"

"To be honest I don't know." Pony Head took a slurp of her drink. "Ben can take care of himself. But that Hekapoo chick can get crazy. So it might be about 50-50."

"All right, I'll talk to you later, girl. Bye." Then Star hanged up the phone. "I better back up Ben just incase." Then Star started to head for the portal.

Somewhere two Hekapoo clones were standing outside a door. In the destines something was heading towards them. Soon one of the Hekapoo clones sneezed in the direction of the other Hekapoo clone.

"Dude, watch it!" said Hekapoo clone 2 as she pointed to her flame.

"Sorry!" said Hekapoo clone 1

Then the second Hekapoo clone saw a blue creature heading towards them. "Incoming." The creature landed and inhaled and let out big breath. "Jump." The second Hekapoo clone jumped up in the air but the first Hekapoo clone was frozen and her flame was out. So that clone disappeared but the ice that was holding her was still there. Then the last clone there landed. "Oh, dude, it's on!" The Hekapoo clone shot fire at the creature. Then once the fire was gone she didn't see it anymore. "Ha-ha!" Then the creature come out from the ground freezing the Hekapoo clones body, but not her head. "Oh, man!" Then the creature blow out the flame on top of the Hekapoo clone head. As the Hekapoo clove disappeared the creature turned into a older version of Ben. Ben pulled out a small book and crossed out two flames on there. As Ben entered, Hekapoo was messing with melted metal making scissors out of them. "After ten years it just you and me, Hekapoo."

"Yep, this is the real me. No more clones." Hekapoo turned around as soon as the scissors were done.

"I told you not to underestimate me."

"This is the part were you blow out my flame."

"I remember the time you tried to battle me with an army of your clones but I countered with my own army of me. Then when I lost your trail. It took me awhile to pick it up again. Witch lead me right to your door." Then Ben blow out Hekapoo's flame.

"Not bad for a human." Hekapoo had the scissors she was working on, started to float to towards Ben. The scissors had a green handle with a small omnitrix symbol holding the two blades together. As the scissors floated into Ben's hands, his name showed up on them. "I guess I shouldn't have underestimated you. I had fun. I have to admit you're cool, Ben."

Then Star kicked the door in. "Hekapoo! Where's Ben?" asked Star pointing her wand at Hekapoo.

"Star!" said Ben excited to see Star again. He ran over and started to hug her.

Star got loss of the hug and pointed her wand at Ben. "let go of me you beautiful... I mean I have a boyfriend." Star said not noticing it was Ben.

"Star. It's me Ben."

"Ben. Ben." Star's eyes grow wide and a little drool came up out of her mouth.

"We go a lot to catch up on. You haven't changed since I last saw you."

"What happened to you. It's only been like eight minutes."

"What are you talking about its been ten years."

"Yeah, I forgot to tell you. Time moves differently here. Not sorry." said Hekapoo

"How are we going to explain to this to everyone."

"Yeah, this is going to be hard." said Star

"You don't have to worry. Ben will return to his normal age once he leaves this dimension." said Hekapoo

"Oh, that's good. So lets go home."

Ben used the dimensional scissors he earned from Hekapoo, to open a portal. Ben and Star returned to Earth. And Ben returned to his 15 year old self.

Author notes:

benalien100: 1) you will have to wait and see about that 2) yes I am skipping mathmagic no only because the Star in my story would still try to solve the problem. But because in that episode they said only that Star didn't try it. 3) You will have to wait and see.

Guest: Yes I'm doing Heinous.


	63. The Secret of Chromastone

It was in the middle of the night.

Kevin was driving his car quite fast. Kevin hit the breaks when he got behind a slow moving truck. "Come on, come on! Move it!" said Kevin. Then he started to honk his car horn. But the truck didn't drive any faster. "Oh, that's how it's gonna be?" Kevin pressed a button on his car. Then it started to transform into battle mode. He was locking on to the truck.

"Kevin!" said Gwen a little angry at him aiming at a truck.

"What?"

"Anger management! Appropriate response?"

"Yeah, okay. No missiles." Kevin turn the cars battle mode off and it returned to normal. "We're going off-road!" Kevin drove to the right getting of the road. The ride started to get bumpy. As Kevin passed the truck and got back on the road. Both Ben and Star were in the back seat coughing weakly.

"I don't think I'm going to make it." said Ben

"Me either." said Star

"Hang in there, you two. We're almost there." said Kevin as he increased the speed of his car.

"Look! There it is!" said Gwen. Then Kevin turned into a Mr. Smoothy's drive-thru.

"May I take your order?" asked the voice over the intercom.

"Two Mango-blueberry with extra Echinacea, stat!" said Kevin

Then both Ben and Star sneezed.

"You better make them doubles." said Ben

"I agree." said Star

"Okay, come on you two. It's just a common cold."

"There's nothing common about this cold, Gwen." said Ben

"Yeah. It's epic." said Star. Then Ben and Star sneezed in there hands.

"That's disgusting. Use a tissue." said Gwen as she passed back the box of tissues.

"Thanks." said Ben and Star as they each took a tissue and started to whip there hands.

"I think it was your fault Ben. That Star got sick."

Early in the morning that day.

Ben was laying in his bed not feeling so good.

Then Star came into the room. She heard Ben coughing and sneezing. "You don't sound so good." said Star

"I think, I have a cold." said Ben in a weak tone

"Well don't worry. Because I know a healing spell. That may or may not work."

"You don't sound to sure."

"Well it was a spell I read about but didn't fully understand it. But I think I got the jest of it. I was hoping Glossaryck would help me with it. But then he and the book got stolen. Releasio Demonius Infestica!" A beam came from Star's wand and started to make Ben's body glow. Then the glow faded. "Do you feel better?"

"Not really." Then Ben coughed again

"I guess the spell was a dude." Then Ben's body started to glow again. Then a beam fired and hit Star.

"Are you okay, Star."

"I don't feel so good." Star said in a weak tone. "I-I-I ah-choo! I think I magically gave myself your cold."

Back in present

"Here you go, you two." said Kevin as he passed Ben and Star the smoothies. "An old Levin family cure."

"Really? Smoothies?" asked Ben

"This is your family cure?" asked Star

"Nah. The smoothy is so you two will be able to choke down the real cure." said Kevin as he opened there leads and pored a liquid into it. He put the leads back on. Then both Ben and Star started to drink the smoothies. "It's bitterroot. They call it that because..." Soon Ben and Star's mouth puckered shut. "Anyway, it's good for a cold. Also, it's supposed to ward off bear attacks. Drink up you two." Then Ben and Star started to make mumbling sounds. "What?" Kevin asked confused

"They say they can't. There libs are puckered shut." said Gwen

"You could understand that? You should be a dentist." Then they heard the sound of an engine as a bright light flew over them. "We got company." They all exited the car as a ship landed down a few feet in front of them. Then someone in a familiar suit exited the ship. The helmet of the suit lowered reviling it was Tetrax.

"Tetrax!" said Ben as he walked up to him. "Good to see - ah- ah-choo! Sorry." Then Tetrax lifted Ben up into the air. "Come on, man! I apologized for sneezing on you!"

"Ben Tennyson, give me Chromastone!" said Tetrax. Then Tetrax tossed Ben to the ground. Gwen and Kevin helped Ben up.

"What do you want with Chromastone?!"

"Use the omnitrix now! Give him to me!" Tetrax grabbed Ben's arm that had the omnitrix on his wrist. Tetrax activated the omnitrix and set the diel to Chromastone.

"Hey, wait! Don't!" Then Tetrax hit the omnitrix. "Diamondhead!"

"You're not Chromastone!"

"Yeah, I tried to warn you. But you - you - you ah-choo!" Ben sneezed out some crystal shards. The crystal shards hit into a truck.

"Didn't you hear Gwen? Use a tussue." said Kevin

"I don't think a tissue would have helped." said Star

"I sense Chromastone within you. Where is he?" asked Tetrax

"If you'd lighten up for a second, I'd explain." said Ben

"Let me explain it to him." said Kevin. Then he attacked Tetrax, but he was pushed to the side. Gwen tried attacking Tetrax, but she too was pushed to the side. Star aimed her wand at Tetrax. Then she sneezed and fired a blast missing Tetrax, bouncing of a mirror and hitting her and sending her to the ground. Tetrax pulled out a device.

"What are you doing?"

"What must be done!" said Tetrax. He hit Ben with the device. It started to make Ben vibrate.

"I... don't... feel... so... I'm... coming... apart!" Ben said as some pieces of body fell off him.

"Stop. Ah-choo! You're hurting him!" said Star

"And for that, I am truly sorry." said Tetrax.

The pieces of Dimondhead fell off reviling Chromastone. Tetrax then toss Chromastone away from the device.

"Ben? Are you okay?" asked Star

"Not Ben." said Chromastone

"He's right. He's Chromastone. I'm Ben." Ben said his head still in tack on the ground.

"How..." said Gwen confused

"Like I ever understood how this works."

"Is it time?" asked Chromastone

"Very nearly." said Tetrax as he pulled out a red crystal. He stabbed it into Chromastone. Chromastone absorbed the crystal. Then the purple crystals over his body turned red. Chromastone started to glow red.

"It is done. I go now to fulfill my destiny." Then Chromastone flew up into space.

"I didn't know Chromastone could fly." said Ben

"He can do far more than that." said Tetrax

Then Gwen made energy rope around Tetrax. "Why don't you tell us all about it?" asked Gwen

"After we put me back together?" said Ben

Kevin tried his best to put Ben back together. "Okay, that's pretty much all of you." said Kevin

""Pretty much"?"

"It's all we could find." Kevin picked up the omnitrix symbol and started to put it on Ben.

"Wait. What are you gonna do with that?" asked Gwen

"Change him back."

"We don't know what'll happen if it transform when I'm in pieces like this." said Ben

Kevin hit the omnitrix symbol and a bright green light started to shine. "Doesn't matter. Eventually, it's gonna time out anyway."

"You better hope this works Kevin, or ah-choo." said Star

Then the light faded and Ben was back to normal. Ben started to pad himself to make sure everything was were it was supposed to be.

"Everything where it's supposed to be?" asked Kevin

"Ah-choo! Just like before. How does a silicon-based life-form get a cold anyway?" asked Ben

"I've never hade one." said Tetrax

"From touching doorknobs. Doorknobs and keyboards are covered with germs." said Kevin

"That wasn't what I - never mind." said Ben

"What do we do with Tetrax?" asked Gwen

"Let him go. He's about to start explaining himself, right?"

Gwen released Tetrax. "I'm sorry I upset you, Ben. This was the only way I could redeem myself." said Tetrax

"For helping Vilgax?" asked Gwen

"For betraying my people. For it was I, and I alone, who sold Vilgax a sacred crystal with unlimited power. A power he used to destroy my home planet, Petropia. Because of my own selfishness, I was cursed to wander the universe alone the last of my kind. But recently, I discovered a chance for redemption. You see, neither Vilgax nor I understood the true nature of the crystal. Since the beginning of time, our people's memories and DNA have been encoded into the crystal's molecular lattice."

"So it's a backup drive for the whole planet?" asked Gwen

"And everyone who lived there. Yes. Once I understood the truth, I stole it back from Vilgax and brought it here to Chromastone, who was created to be the guardian of the sacred crystal. He will carry it back home. And when our solar system's three stars are in a rare alignment, he will channel the crystal's limitless power to regenerate Petropia and its people."

"You could have just told us." said Ben

"Yeah, it would have made this so much easier." said Star

"There wasn't time. The stars are coming into alignment even as we speak." said Tetrax

Then Ben, Star, Kevin and Gwen noticed what looked like a shooting star. "Is that shooting star part of it?" asked Gwen

"Shooting star?" Tetrax asked a little confused. He looked up and saw the shooting star. The shooting star changed direction and crashed right near them. "That's no shooting star! That's..."

Then Vilgax came out of the smoke that he made from his landing. "Vilgax." said Ben surprised to see him hear on Earth.

"Where is my crystal?" asked Vilgax demanding an answer.

"Maybe I should have stayed in bed after all." said Ben

"Same here." agreed Star

"You stole from me, Tetrax. Give me what is mine, and your death will be quick." said Vilgax

"Get behind me." said Tetrax as he got in front of them. He made a thick wall of crystal. But it didn't take Vilgax long to destroy it.

"Fool!"

"I'll handle him." said Ben as he activated the omnitrix and hit it. "Way Big! Aw, man! Stupid omnitrix." The Ben relived he was Humongousaur. Ben pulled a light pole out of the ground. "Get ready to rumble, Vilgax, 'cause Humongousaur's gonna - gonna - gonna -"

"He's going to blow." said Kevin

Star, Kevin, Gwen and Tetrax took cover. Then Ben sneezed and coved Kevin's car in snot.

"Gesundheit." said Gwen

Then Kevin noticed his car. "You are so washing that." said Kevin

Vilgax charged at Ben. Ben started to swing the pole around to try and hit Vilgax, he dodged. Then grabbed the light pole out of Ben's hands and tossed it to the ground. Vilgax throw a punch but Ben grabbed his hand with his the two were the struggling. Star pointed her wand at Vilgax. "Narwhal Ah-choo!" said Star as Naewhal made of snot thanks because she sneezed at the end of her spell. And thanks to her sneezed she missed Vilgax and hit Kevin's car exploding and covering it in even more snot.

"Seriously again."

"Sorry."

Gwen fired a beam at Vilgax and he was surrounded in a sphere. Vilgax fired his laser eye and destroyed the sphere. Ben and Vilgax continued to fight each other. Kevin tried to help, but he was quickly knock to the side by Vilgax. Tetrax fired some crystals at Vilgax. The crystals just shattered as they hit him. The next wave of crystal that was fired at Vilgax was knock away by Vilgax.

"We can't beat him like this! Fall back and regroup!" said Tetrax

Star, Kevin and Gwen started t fall back. Ben hit the omnitrix and changed into a different alien. "Jetray!" Ben flew up into the air and fired his eye beams at the ground. This caused dust to form. As the dust cleared Vilgax had his shield dome up. Then dropped it.

"Cowards! There's nowhere you can hide from me!" said Vilgax

"It's almost time." whispered Tetrax as he saw some star come in alignment.

Ben continued to fired lasers at Vilgax. Vigax had his shield up to block the lasers. "Float like a butterfly, sting like a -" Then Ben notice Vilgax starting to fly towards him and tackled him. They started to head towards the ground.

"I'll squash you like the insignificant insect you are!" said Vilgax

Ben kicked Vilgax and got free from his grip. Ben started to fly away, but Vilgax was right behind him. "Flying's no fun if everybody can do it." Ben tried to lose Vilgax. But he kept right on Ben's trail. Then the omnitrix timed out and Ben returned to normal. He started to fall out of the sky. "Aw, man." said Ben

"I got you Ben!" said Gwen as she made a energy slide. That brought Ben to the ground safely. Vilgax started to fire his eye beams from the sky. Gwen quickly put up a shield. The shield was holding of Vilgax's attack.

"I've got an idea. Keep him busy." said Kevin. He ran for his car and got in. He started the car, then two bubbles formed in the back of the car and popped. He also use the window shield wipers to clean of some of the snot off it. The car's engine started to rev up. He started to drive towards Ben, Star, Gwen and Tetrax. Who were dodging Vilgax's eye lasers the were still being fired from the sky.

"The crystal, Tetrax! There is no escape for you!" said Vilgax as he kept firing his eye lasers. Kevin then drove in on his car. Vilgax started to fire at Kevin. He dodged the lasers. Kevin pressed a button on his car and a smock screen started to come out. He started to drive around Ben, Star, Gwen and Tetrax. This mad it hard for Vigax to see them. Vilgax started to fire his eye lasers randomly thru the smoke. But he kept missing. "Fools! You're just prolonging the inevitable!" He flew down to Kevin's car. And then ripped one of the doors off. Vilgax then noticed that they weren't in the car. And couldn't see them anywhere else. So he toss the door away in anger.

They escaped through the sewers and ending up in a building in town.

"See? Told you I had a plan. I've got another one, too." said Kevin

"Do you ever have a plan that doesn't involve crawling around in the sewers?" asked Gwen in a whisper

"You're welcome. And stop whispering. We're half a mile away from where Vilgax is looking."

"Good point. Even with his superhearing, he can't pick us out all the people talking in the desert." said Ben

"Ah-ah-choo!" said both Ben and Star as they sneezed. Kevin, Gwen and Tetrax look at Ben and Star.

"Oh, come on. What are the odd that he -" asked Star right before Vilgax blow a hole into the wall.

"Give me the crystal!" demanded Vilgax

"Will this do?" asked Tetrax as he grow a huge wall of crystal. Vilgax broke through it easily and knocking Tatrax back. "I can't hold him back!"

"Bet I can!" said Ben as he activated the omnitrix and hit it. "Echo Echo!" Ben duplicated himself into five copies. "Ahhhhh-choo!" All the copies of Ben sneezed and send a sound wave. That send Vilgax flying back. Then Ben returned to normal.

"You did it." said Tetrax

"Thanks."

Vilgax got back up and hit the ground making it shake. Vilgax ran up and quickly picked up Tetrax. "I'll only ask once more. Where is my crystal?" asked Vilgax

"You'll never find it!" said Tetrax

"Yeah, 'cause that Chromastone dude took it halfway across the galaxy." said Kevin

"Really?" asked Vilgax

Then Gwen elbowed Kevin in the stomach. "Ow! Too much information?"

Vilgax let go of Tetrax and started to fly away.

"Nice going, motormouth." said Ben

"Yeah, good job there." said Star

"Oh, come on. How's he gonna find him in the whole universe?"

"I have to stop him." said Tetrax as he got up.

"We're going with you." said Gwen

"I wouldn't argue with her." said Ben

"There's really no point." said Kevin

They made there way back to Tetrax's hip and entered it.

"I wonder if Star and I should be flying with a cold?" asked Ben

"Don't worry about it. In space, no one can hear you sneeze." said Kevin

The ship then started to take off. They soon made it to Petropia.

"Petropia. I never thought I'd see it again." said Tetrax as they flew across the planet.

"But where's Chormastone?" asked Gwen

"Look down there." said Ben

They saw that Vilgax was beating up Chormastone. "That doesn't look good." said Star

"We better hurry." said Gwen

Tetrax increased the ships speed.

Vilgax knocked Chromastone to the ground. "Any last words?" asked Vilgax

"I must... save... my people. Have mercy!" said Chromastone

"Mercy? Never heard of it." Then Vilgax snapped the horn right off of Chromastones head. Chromastone let out some groans. Then Tetrax ship started to land.

"No! Give it back." said Tetrax as he ran out of the ship as it opened. He started to fire crystals at Vilgax.

Vilgax brought up his shield to block the crystals. "You bore me, Tetrax." Vilgax aimed the crystal at Tetrax. Vilgax fired a beam from the crystal. The beam trapped Tetrax in red crystal. "That fool! Using all of the crystal's power just to reassemble a dead world. All this for nothing!" Then Vilgax tossed the crystal on to the ground. Then Vilgax started to fly away. Ben, Star and Gwen ran up to were Chromastone was.

"I'll show you "nothing"! Come back and fight!" said Ben

Kevin morphed his had into a hammer and started to smash the crystal that Tetrax was in. It only took Kevin three swing to free Tetrax. They walked up to Ben, Star, Gwen and Chromastone.

"The crystal?" asked Tetrax

"It's dead." said Ben

"And Chromastone?" But no one said anything. "Then all is lost."

Soon CHromastone moan as he started to get up. "No. The Stars are still aligned. There is still time." said Chromastone. Soon there was a high pitched tone. Then the crystal on top of Chromastones head grow back. "But... I'm too weak to continue. Ben... please." Then Chromastone broke of his horn and gave it to Ben. Once the crystal left his hand Chromastone disappeared.

"What are you supposed to do?" asked Kevin

"I don't know." said Ben as he activated the omnitrix and hit it. Ben was then transformed into Diamondhead. "But Diamondhead does." Ben started to head towards the top of the mountain. Ben almost fell a few time, but at the end he made it to the top. Once there he held the crystal up and the crystal shined brightly.

"He's done it!" said Tetrax

Then the people of Petropia started to return. Once Ben got down from the mountain he retuned back to normal. Then Star ran up and hugged him.

"Good job, Ben. Everyone on th planet is alive again!" said Star

"Not everyone." said Ben

"Yes, Ben - everyone." said a familiar voice.

Ben looked where the voice came from and saw Chromastone.

"Chromastone... you're alive!"

"Not Chromastone. He is still in your omnitrix. I am Sugilite, guardian of Petropia." said Sugilite

"I think this belongs to you." Ben said as he gave Sugilite back the crystal. Sugilite took the crystal from Ben and placed it back on top of his head.

"I am in your debt, as are all crystal sapiens." The crowed started to cheer.

After a while Tetrax returned Ben, Star, Kevin and Gwen back to where he picked them up.

"Thanks for the ride home, Tetrax." said Ben

"Yeah, I forgot to grab the dimensional scissors, when we left the house earlier." said Star

Tetrax didn't know what dimensional scissors were. But he did really care. "It's the least I can do, Ben." said Tetrax

"Well, we don't want to hold you up. You must be anxious to get back to your friends." said Gwen

"I am. But first, I have a score to settle with Vilgax."

"Are you sure that's such a great idea? I mean, he's pretty much invulnerable." said Ben

"Maybe. Maybe not."

Author notes:

First yes I know that spell that Star used to try to cure Ben's cold. That I gave Marco a monster arm. I decided to use it like it was supposed to be a healing spell.

Guest: you will have to wait and see.

Dragon storm: I think you mean great not grey, and thanks. I like the idea of that but I might do it a little different if I do decide to write it. By that I mean what the person dose with the wand. Oh I forget who suggested a contest for the cover art for this story but, I could have the winner of that be the one to name this villain. That's if people are up for it.


	64. Crystal Clear

It was the middle of the night in the Tennyson house.

Star got up in the middle of the night. She went down stairs to have a little snack. Then Star was soon encased in a crystal. The Rhombulus walked over to Star. He lifted her up and dropped her making a loud noise. He tried to lift her again but drop this time on his foot. A light went on Ben saw Star in a crystal. Hen was about to use the omnitrix but Rhombulus quickly encased Ben in crystal. "Really?" Rhombulus asked himself. "Allright." Then Rhomobulus used his dimensional scissors to open a portal. "One..." he said as he grabbed Star an placed her through the portal. "And two." he said as he grabbed Ben a placed him through the portal.

Sometime passed in a place that was full of crystal.

"Chancellor Lekmet!" said Rhombulus. Then Lekmet appeared from behind a crystal. Rhomobulus kneeled. "My liege. I come bearing an offering ofgreat momentousness should it please thee."

"Baaaaa." said Lekmet

"Uh, well, it's kinda heavy. I was hoping that thee could down here to see it." Lekmet let out a sigh. He then sat down in a stair lift, which mechanically begin to work. But it got stuck before it got passed the first step. "Oh, dang! is that on the fritz too?" the he walked up to Lekmet. "Oh, hang on I've got you." Then he picked up Lekmet. Then started to walk down the stairs. "So, um, speaking of the interdimensional fritz?"

"Baaaa?"

Rhombulu put Lekmet down once they got to the bottom of the stairs. "I've been doing some digging on my own and, uh, I think I've found what's causing it."

"Baaaa."

"Stay right there. I present to you the source of the fritz." The Rhombulus revealed Star trapped in crystal.

"Baaaaaa." Lekmet said in shock

"Evidence? I've got your evidence right here. My gut told me she was evil, so I took her out. Boom! No more fritz."

"Baaa."

"Yeah. I know she's Queen Butterfly's daughter, but..."

"Baaaaa."

"Okay, t-that kinda hurt. I know it came from a good place, you know but..."

Then the sock covering his left arm ripped open. "Okay, Chancellor, for the record, we had nothing to do with this." said the left arm.

Then the sock covering his right arm ripped open. "Yeah, we told him it was a horrible plan, but Rockhead here didn't wanna hear it." said the right arm

"He never listens to us!"

"But he would listen to you, Lekmet."

"Tell him, Chancellor!"

"Tell him!"

"Baaaaa." said Lekmet in a stressful tone.

"Okay, everybody just calm down." said Rhombulus. He helped Lekmet over to he seat. "Why don't you sit? I'll grab you a glass of warm milk, and then we can talk this out like rational people." Rhombulu went over to the refrigerator and opened it. Once he opened the refrigerator Ben feel out.

"Baaaaaa."Lekmet said as he started to panicked

"Shoot! I forgot I put him there." Rhombulus set Ben up. "Okay, so I actually don't know who this is. A servant maybe? A very tall dwarf? But he's definitely evil. Gut's honor."

"Baaa. Baaaa."

"You'll what? Oh, please don't call the Magical High Commission.

"Baaaaa.

"You... you think we should make other living arrangements?"

"Baa."

"But... who's gonna tale care of you?" The Lekmet started to walk away. "Lekmet, no. Stop! Please!" Lekmet pulled a rop revealing a mirror with a number pad, he then let out a sigh. "You'll ruin everything!" Lekmet started to dial a number. "Stop! Stop! Guuuuhh!" Then Rhombulus fired a beam at Lekmet encasing him in crystal.

"Dude! You just crystallized the High Chancellor!" said the left arm

"Do you have any idea how much trouble we are in!" said the right arm

"Stop yelling at me! Look, I just really need a win right now. I mean, you guys are my hands! You're supposed to be on my side! Can't you just..." said Rhombulus as he let out a sigh.

"Hey. I bet a few reps would clear your head." Right arm said as he gestured to a weightlifting set.

"Huh. You know, that's not a bad idea."

"Bench presses, couple of bicep curls." right arm said as he looked in the corner of his eyes.

"What are you lookin' at?" Then Rhombulus turned and saw his left hand holding a bat. Left arm swang the bat, but Rhombulus dodged. Left arm then hit right arm. Rhombulus started to run around hitting his hands on the crystal around. Then finally sat on them. His left arm broke free and started to punch him in the face. Rhombulus quickly encased it in crystal. As his right arm got free, he encased it in crystal as well. "Oh, man... Oh geez!" Rhombulus started to panic as he walked backwards. He then bumped into Star. He turned around and to Star. "You! I know you're the source! I can feel it!" Rhombulus fired a beam that started to melt the crystal. He stopped melting the crystal around Star's neck.

"Huh?" asked Star a little confused on what just happened.

"Why did you cause the fritz?"

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA!"

"No! No! No! No! No!" The Rhombulus encased Star back in the crystal. "I really just can't take any more yelling today." Rhombulus melted the crystal again to Star's neck.

"AAAAAAAA!"

"Princess, my name is Rhombulus, I work with your mom, and I need you to answer one question!"

"Rhombulus? Oh, ohh! You're the time-out guy."

"What? Who calls me that? I bet it's Glossaryck, isn't it?"

"Omnitraxus calls you that too. And my mom and dad. Really all of the members of the Magic High Commission call you that. Time-out guy."

"Oh, never mind! Thy are you causing the fritz?"

"What's the fritz?"

"The leak! The reason why nothing's working up here?"

"Look! I never heard about tele now."

"Oh! Something has been draining the power of magic from the universe." Then Rhombulus flipped a switch. But nothing happened. "See? Crystal orbs are down. And then there's the green hole over there."

"Yeah, that doesn't look good."

"And look at the crystal I trapped Lekmet in. This stuff used to be hard as diamonds. Now it's like... rock candy or something."

"Look, I'm sorry that all of this is happening, but it's not me."

"You have to be the source! You see all these guys? My gut told me they were evil, so I crystallized them. There's Zedlord, who blew up an entire planet. Astrobell and the black hole she created. Stopped that one just in time. Oh, and then there's pizza delivery guy. Delivered the pizza to the wrong address. Then of course, I am most proud of the evil twins John and Jack. They're pretty hard to tell apart, but one of them was definitely evil. This is what I do. I find the source of evil, and encase it in crystal forever."

Star noticed that Rhombulus's hands were encased in crystal. "So your snake hands. They're evil too?"

"What? No, they're my hands."

Then Star noticed that Ben was encased in crystal. "Ben. What did Ben do?"

"Oh, him? Well..."

"And what about that old goat ma? Is he evil?"

"There's nothing evil about Lekmet. He's the most pure-hearted, hard-working angle goat demon there ever was."

"Well, why did you crystallized him then?" Rhombulus didn't responded. "Look, time-out guy, I think you need to think stuff through a little more you rely on your gut. It's making you crystallize innocent people."

"Maybe, you're right. I thought I could trust you, gut." The Rhombulus started to punch himself in the gut. As he was punching himself he destroyed a few crystals. One the held pizza delivery man. Who ran away once he was free.

Rhombulus took a seat on his weightlifting bench. "I've been wrong about everything lately. The commission thinks I'm a joke. I thought I could find the source of the fritz, my hands and I could earn the appreciation of the Magic High Commission again." As Rhombulus was talking Star wiggled herself free from the crystal, but her socks were still in it.

"What? Aw, man."

"I actually crystallized Lekmet. And I love Lekmet!" Then Rhombulus started to crystals. Star walked up to Rhombulus and felt sorry for him. "I'm gonna be in time-out for the next ten thousand years. Oh, Glossaryck is gonna have a field day with that. Let me tell you."

"Well, I wouldn't worry 'bout him. He's not coming back."

"What? Glossaryck's gone?"

"Oh!" Then star let out a chuckle. "Uh, yeah..."

"Glossaryck, gone? This is amazing! I mean, it's actually bad. But it's good for me. But yeah, wow. That's bad new for the universe."

"Why?"

"The thing about Glossaryck is he may be a jerk, but he's the most powerful all-knowing magic jerk in the universe. That's why I can never win an argument with him."

"I know he can sometimes... okay almost all the time he can be hard to deal with. I mean even when I tried to rescue him, he didn't want to come back."

"You know that fancy crystal in his head? I gave it to him! But did he ever thank me? No."

"Every time we got donuts, he just sat on them. What a waste of donuts."

"You know, I made some donuts for a meeting yesterday, and I think there's some left over. Uh... you want any?"

"Sure why not." Then Rhombulus started to put Ben on the floor. "What are you doing?"

"I'm making a table."

"We are not using Ben as a table."

"Why not? He won't know."

"But I will know."

"Fine. But I don't understand why."

"Well he is my boyfriend." Then Star covered her mouth once she said it.

"Wait! He's your boyfriend?" Star nodded her head. "Wow!" Rhombulus got the donuts out of the fridge. As well got some cups out. He placed them on the floor. They took a seat on the floor. Rhombulus then opened the box of donuts and offered one to Star.

Star took one. "You know, you shouldn't feel so down on yourself. I think your crystals are great." Star said as she held a crystal donut.

"Close your eyes for a minute."

"Okay." Then Star closed her eyes.

"Now open!" Star opened here eyes and say Rhombulus was holding the crystal from the right side of his chest. "Here.

"Ooh. is that evil twin Jack?"

"It could be. Either way, I want you to have it."

"Thank you, Rhombulus."

"So, I guess you've got to turn me in, right? I mean, crystallizing the princess is kind of a big deal."

"Not necessarily. Okay look, if you don't tell the Magic High Commission about Glossaryck or the Magic Book of Spells and how I lost both of them, then I wont tell them about this incident."

"Really?"

"Yeah. Oh and can you not tell my mom that I have a boyfriend. I want to tell her myself."

"Deal." Then Star and Rhombulus shacked hands.

"What about Lekmet?"

"Well, don't worry about him. I'm the only one who can understand what he says."

"Also you have to unfreeze Ben."

After awhile Star picking up Ben and walked through a portal that Rhombulus made. Star set Ben on the ground the right way. Rhombulus sticks his head out. "Hey. Thank you princess."

"Don't forget you still have to unfreeze, Ben." Star said reminding Rhombulus.

"Oh, yeah!" Rhombulus fired a beam and melt the crystal that was encasing Ben. Then he pulled his head back through the portal and closed it.

"Star are you alight. The last thing I remember you were trapped in ice or was it crystal?"

Star then started to tell Ben what happened.

Author Note:

Just so you know episode I don't wright are still cannon to this story its just not different from the show. To name a few are Ludo in the wild, The hard way and Above and Beyond.

Dragon Storm: Sorry I didn't remember that you suggested the contest. I do got an idea that will work I think.

Guest: What do you mean by Princess battle royal for Ben. Is it like what happen in omnizerse when Julie had to fight that tetraman princess in the episode rules of engagement. as for the other you will have to wait and see.


	65. Vendetta

It was a night in Bellwood. Ben, Star, Kevin and Gwen were fighting the Forever Knights. Ben was in the form of Rath. Ben tossed one Forever Knight into a group of three other knights.

"You tin cans want to tangle with Rath?! Come on! Let's do it! There's enough of me for the lot of you!" said Ben

"Wait - new plan. Run away! Run away!" said a Forever knight as he and two other knights started to run away. Then they soon were in front of Kevin. He morphed his hands into a hammer.

"Bad idea." said Kevin then he hit the floor. The knights ran down an alley.

Gwen's hands started to glow purple making there be light. This light revealed that Gwen and Star were in the way of the Forever Knights.

"Us ladies or the boy, knights - your choice. Okay, not really." said Star as she blasted the knights. Ben tied the Forever Knights in metal bars.

"Want to try for two falls out of three?" asked Ben. The knight just groaned. Then Ben returned to normal. Then Ben turned around to Star, Kevin and Gwen. "So the Forever Knights aren't sneaking around anymore?"

"They're definitely getting bolder." said Gwen

"That's for sure." said Star

"But they're not getting any smarter." said Kevin

They soon left the cargo ship and started to head towards Kevin's car.

"Come on. Hop in. I'll drop you guys off at home." said Kevin as he put on he's I.D. mask.

"Can we stop by Mr. Smoothy's on the way?" asked Ben

"Yeah, can we?" asked Star As she and Ben entered the car and taking there seats in the back like they always do.

"Not tonight. I've got to get home." said Kevin

"To be honest, I'm surprised you even have a home." said Ben

"Same here." said Star

Kevin started the engine and started to drive off.

"I don't really stay there, but my mom needed a place." said Kevin

"So, that garage your friends lets you use..." said Gwen

"It's at my mom's place. What? You think I live in a tent in the woods?"

"Either there or in some cool underground cave. " said Ben

Then both Gwen and Star started to chuckle. Kevin dropped off Ben, Star and Gwen at Ben's house, then left.

The next day Ben, Star and Gwen were doing some studying at Ben's house. Both Ben and Star were complaining that Gwen wouldn't help them study for trig. Then Kevin opened the door and walked in.

"Kevin, I thought you had plans. What's up?" asked Gwen

"Need some answers." said Kevin

"Good luck with that." said Star

"Yeah, she won't even give us one lousy answer." said Ben

"This isn't a joke. What can any of you tell me about an alien creep called Ragnarok?" asked Kevin

"Never hear of him." said Ben

"Me neither." said Star

"What are you working on?"

"None of your business. I need to find the guy is all." said Kevin

"We'll help." said Gwen

"I didn't ask for help. I asked information. If you don't have any, stay out of this." Then Kevin left closing the door behind himself.

"Right! Like that's gonna happen."

Ben, Star and Gwen soon made to Grandpa Max's place.

"Ben, Gwen, Star. Well, this is a pleasant surprise. You kids interested in one of my famous wombat omelets?" asked Max

"Maybe later." said Gwen

"Grandpa, have you ever heard of someone called Ragnarok?" asked Ben

Max dropped the frying pan that he was holding. "Where did you hear that name?" asked Max

"From Kevin." said Star

"He's out looking for the guy." said Ben

"We're trying to help." said Gwen

"Then he must have found out." said Max

"Found out what?" asked Ben

"It started out years ago, while I was still an active Plumber. I had a young partner in those days - an energetic, likable fella." Max told Ben, Star and Gwen the story of him and Devin and there fight against Ragnarok. "We tried to find Ragnarok's ship, but it disappeared when he was sucked into the Null Void."

"But what does Kevin want with him?" asked Ben

"Yeah. Why is Kevin after him?" asked Star

"My partner's name was Devin Levin. Ragnarok is the monster who murdered Kevin's father. As left they used there Plumber's bade to find Kevin.

Later that night at a storage place.

Gwen put up a shield to protect Kevin from Ragnarok's attack. Kevin then saw Ben, Star and Gwen.

"We tracked you with your Plumber's badge." said Gwen

"I told you to stay out of this!" said Kevin

"Since when have we ever listened to you?" asked Ben

"Or you have listen to us?" asked Star

Then Ben activated the omnitrix and hit it. "Lodestar!"

"A Biot-savartian? Interesting." said Ragnarok

Ben use hit magnetic powers to pull two of the storage door at Ragnarok. Ragnarok pulled the doors off him easily. "My magnetic personality makes me more than a match for you." Ben and Ragnarok's power clashed.

"No!" said Kevin as he pushed Ben out of the way.

"Kevin, what are you doing?" asked Gwen

Then one of his hands turned into a hammer and the other was a morningstar. "He's mine!" Kevin started to charge Ragnarok. but Ragnarok quick took down Kevin easily. Gwen and Star fired blast at Ragnarok pushing him back a little. Then Ben used his magnetic powers to throw a car at Ragnarok. But Ragnarok didn't have a scratch on him.

"This is obviously a waste of my time. The key isn't here, but I will find it." said Ragnarok then he disappeared. Ben then returned to normal.

"Gone. This is all your fault! You let him get away. I told you not to butt in!" said Kevin with an angry tone

"We're your friends, Kevin. We're not letting you go through this alone."

"Plus it looked like you need help." said Star

"We're going to help you capture this creep if it's the last thing we do." said Ben

"Right. Capture." said Kevin. Then he started to walk away.

"So this key he's looking for - do you know where it is?"

"Not a clue."

"Are you sure?" asked Star

"I just said I don't know."

"Well maybe you just don't know you know." said Gwen

"What do you mean?"

"If the information is buried deep in you subconscious, maybe I can help you find it." said Gwen as she put her hand on Kevin's face. He's eyes started to glow purple.

"You serious?"

"Serious as Ben and Star's trig final. This won't hurt. I promise." Then Gwen's eyes started to glow purple. "That's it, Kevin. I can feel our connection." Once Gwen felt something she let go of Kevin. "Ah."

"Gwen, are you okay?"

"Couldn't be better. I know where the key is."

The soon arrived at Kevin's house. They started to search the place.

"You sure about this?" asked Kevin

"Trust me, Kevin. I'm -" said Gwen then her eyes started to glow purple for a second. Then Gwen picked up a picture frame. "This is it!"

"I hate to break it to you, Gwen, but that's just a picture." said Star

"Of me and my dad. It's one of the few reminders I have of him." said Kevin

"Maybe..." said Ben but then sound came from behind them. They turned and saw that Ragnarok appeared.

"At last." said Rangarok. Then he fired a blast. Ben, Star, Kevin and Gwen dodged it. But they were hit by the shock wave. Ragnarok walked up to Kevin. Then he picked up the photo.

"No! Don't touch that!" said Kevin. Then Ragnarok kicked Kevin. Ragnarok took out the picture out. Then crumbled it and tossed it to the ground. Then the picture frame started to morph.

"Ingenious, your father."

"Give it back." Then Kevin gave a good hit to Ragnarok. But he quickly send Kevin back to ground.

"We're already played this game, whelp. You know how it ends." Then both Star and Gwen blasted Ragnarot in the back sending him forward.

"Then let's try it with a new player." said Ben. Then he activated the omnitrix and then hit it. "Diamondhead!"

"You are truly beginning to annoy me." Ragnarok fired a beam at Ben. Ben absorbed the attack and fired it back at Ragnarok. This send Ragnarot flying back into a wall.

"No extra charge. It's part of the service." Then Ben started to shot out crystals at Ragnarok. He dodge the crystals. "Ready to quit?" Then Kevin charged at Ragnarok. Then Ragnarok punched Kevin in the gut and then in to face sending him flying into Ben, Star and Gwen.

"I've wasted enough time with this inanity. Time to finish a job that has gone waiting for far too long." Ragnarok put the key into his forehead. Then the mark on his head started to glow. "My ship returned from hyperspace, where it has been hidden all these years. It's only the key which holds my ship in this dimension. Call it a safety precaution."

"There's nowhere you can hide from me." said Kevin

"I'm about to extinguish your son, Levin. Your world will die. We shall not meet again." Gwen then fired a beam towards Ragnarok. Then Ragnarok disappeared again. Then Gwen's beam grabbed something. Then started to return to her.

"Too late." said Ben

"Maybe not. He's pulled that trick one too many times. I locked on his energy signature just as he teleported. If I did this right, maybe we can piggyback on the same signal." said Gwen

"Then what are we waiting for?" asked Kevin

Gwen used the orb. Then Ben, Star, Kevin and Gwen found themselves on Ragnarok's ship. They quickly found a place to hide.

"Where's Ragnarok?" asked Kevin

"No sign of him." said Gwen

"We'll split up and search. You go port, I'll go starboard."

"Hey, who made you the boss?" asked Ben

"You've got a problem?"

Then Star grabbed Ben arm. "I'll go with you Ben. And Gwen can go with Kevin." said Star. Then Star pulled Ben away.

"I've never seen Kevin like this." said Ben

"Yeah, it's like he's a different person." said Star

"I have a feeling that we might have to find Ragnarok before Kevin does."

"Yeah, I agree."

Then Kevin showed up. "Guys quick! Come here!" said Kevin. Then Kevin stared to run. Ben and Star followed right behind him. "This way. We found him. Gwen's keeping an eye on him right now." Kevin said as he pointed in a direction.

Ben and Star started to run in. "Better be ready for any- what?" asked Ben as he and Star saw Gwen on the floor unconscious. Gwen started to get up as Kevin closed the door.

"It's an escape pod." said Gwen

"This isn't funny, Levin! Let us out!" said Ben

"Just remember, Tennyson - I asked you to stay out of this." said Kevin then pressed a button that launched the escape pod.

"Oh, Kevin. What have you done?" asked Gwen

"There's got to be a way for us to get back there. " said Ben

"It's on autopilot to Earth. No controls, no space suits."

"And we can't make a portal until we stop moving. So Kevin is on his own." said Star

"Just like he planned it." said Ben

Once the pod landed they went outside. Ben was going to a portal. But there an explosion happened in the

"Kevin! Oh Kevin!" said Gwen as started to cry

"He was a hero, Gwen, right to the very end." said Ben

"Yeah!" said Star

"And then some." said a voice. Ben, Star and Gwen turned to see Kevin. "Nice to know you guys appreciate me."

"You're alive?!" said Ben and Star in a little shock

Gwen ran up to Kevin and started to hug him. "I was worried!"

"Hey, I'm a survivor, remember? Guess I got it from my dad. Like saving the world." said Kevin Then he started to walk away.

"And Ragnarok?" asked Ben

"Didn't make it."

Author Note:

Bobby Jenkins: No the flashback with Moon, Eclipsa and Toffee will stay the same. As for the other you will have to wait and see.

Dragon Storm: Yes I am going to divide the stories


	66. Heinous

It was a nice day in Bellwood. Then a car started to fall from the sky. It landed on the street right in front of Ben's house.

Miss. Heinous tried to open the door of the car. But it was stuck. "Gemini the door is jammed." said Miss Heinous

"Are you sure it's not locked?" asked Gemini

"I know what it looks like when it's locked. Now get me out of this car." Gemini got out of the car and walked over to the door Miss. Heinous was at and opened the door. Then Miss. Heinous fell to the ground face first. She got up and kicked the car a few times. "How's my hair?"

"Just like you came from the salon."

"Filthy lies, but I'll allow it." Miss Heinous opened the back seat. Where Rasticore's arm was in a baby seat. Miss Heinous started to unbuckle him. "Come now, Rasticore. There's my baby bounty hunter. You're growing back so fast. Yes, you are. Yes, you are." She grabbed the arm. She had the arm pick up the chainsaw that was tied to the front of the car. "Now we are prepared to wreak recrimination on our foes."

"Yes. Recrim-mim-mim-ination!"

Miss Heinous started to chuckle evilly as saws down the door to the Tennyson house.

"Hello." said Sandra

Some time later with Ben and Star were heading back home from school. They noticed a wracked up car. They didn't think much about it. Then they noticed the door was cut opened.

"That's doesn't look good." said Star

"Okay here's the plan. I'll take the front, and you cover the back."

"Got it." Star then went the back and started to sneak into the house.

Ben activated the omnitrix and hit it. "Goop!" Ben turned into a puddle and started to enter the house. Ben and Star noticed Miss. Heinous was in house. Ben wrapped himself around Miss Heinous. And Star fired a Narwhal blast trapping Gemini under it.

"Ben!" said Sandra and Carl

"You!" said Miss Heinous. She struggled to get free from Ben. "Unhand me!" Hiss Heinous screamed as she struggled.

"No! I won't let you hurt my parents!" said Ben

"I said unhand me!"

"No he is not." said Carl

"Yeah after all you broke into our home." said Sandra

"I wasn't braking into you're home." said Miss Heinous

"Really. You could have fouled me." said Carl

"I'm only because this the princess who ruined my life."

"Ben wouldn't do something like that on purpose. You must have done something wrong." said Sandra

"What I never did anything wrong."

"The place was like a prison. She even tried to brainwash me!" said Ben

"That's a gross exaggeration. Your child has terribly wronged me, an I'm not going anywhere until justice is served."

"You had me restrained in a chair as well had my eyes forced open. You even made me watch something. It felt like those brainwashing devises you see in shows and movies."

"Yeah. That sounds like brainwashing." said Carl

"It's not brainwashing. It behavior reprograming." said Miss Heinous

"In other words brainwashing." said Sandra

"I said its not brainwashing. Its an treatment at St. Olga's Reform School for Wayward Princesses for over a 800 years."

"What! Your school has been doing this for over 800 years."

"Yeah! St. Olga's is the most esteemed princess school in the multiverse. It was a wonderful place where delinquent princesses were taught manners and respect. Until one day, an insolent princess showed up and inspired all the students to rebel against their elder who knew better. And it's all thanks to Princess Ben and her sidekick, Princess Star."

"Well with what Ben said about the place I'm surprised it didn't happened sooner." said Sandra

"What you're okay with what she did? She is the face of the revolution. They think it's good to be an individual."

"What's wrong with that? There is not wrong with being an individual." said Carl

"Yeah. I don't see anything wrong with being an individual." said Sandra

"But..."

"I think it's time for you to leave." said Carl

Ben tossed out Miss Heinous. With Star blasting out Gemini and Rasticore out of the house. They got back in the car and headed back from where they came. Miss. Heinous was angry that she wasn't able to get her revenge. "Soon, the multiverse will shiver in fear once I destroy Princess Ben and Princess Butterfly." Miss Heinous said as she wiped off her make up, revealing club-shaped marks on her cheeks. Then she noticed Rasticore's arm grow more. "Why, Rasticore! You've grown an elbow! You'll be a big boy soon. So very soon."


	67. The Final Battle Pt1 Song Day

Star and her mom, Moon were talking with there mirrors. Then an old songstrel started to play music with a marionette of a young Moon.

"Perfect Princess Moon, she's great in every way. Everything she says and does is absolutely right. Her hair is silky soft, her favorite color's pink. She flosses every day and she never needs to sleep! The perfect Princess Moon, she's great in every way. Always in a sunny mode, even on theHer sugar-coated heart of gold will make everything fine. She plays with puppies and kisses kitty-cats. Eats her veggies and smells like lavender. Perfect Princess Moon, she's a fan of smiles. Perfect Princess Moon will be our Que-ee-e-e-e-een!" the songstel sang

Then Moon started to clap.

"Ugghh! Mom! Worst. Song. Ever. Do I have to have one of those written about me?" asked Star

"Yes, Star. It's a tradition as old as the kingdom itself. And it's your official introduction as future queen to the people of Mewni." said Moon

"That song didn't say anything about the real you. You could plug any name into that song, and it wouldn't make a lick of difference. How about... Buttercup! Sparkle! Snowflake! They all happen to love puppies and smell like lavender? Wow."

"I don't have time for this, Star. Preparations for your Song Day celebration are already underway, and the new official songsrel of Mewni is heading to Earth to write your song as we speak."

"Fine." Star said with a sigh

"And remember, Star, the people of Mewni like their Princess Songs light and fluffy. Can you handle that?"

"Yes, Mom." Then Star hanged up the mirror. "Well I better get this over with." After like half an hour Ruberiot knocked on the front door. Star answered the door. "Hi. So your the songstrel."

"Greetings, Princess Star! I am Ruberiot." said Ruberiot. Then he started to play the lute. "And my I just say. Though we have much to do. How much of a pleasure it is to meet you. I'll write you a-"

"Stop. I get it. Come on in."

Ruberiot entered the house and took a seat on the couch and took out a pad and pencil. "So, this shouldn't take too long. I just want toget to know the real Star."

"But before we start. Might I offer you something? Water? Juice? Tea?"

"Well, if you have mint tea, that would be fine."

"Sorry, the only tea we have is iced tea."

"That fine then."

Star went to the kitchen and prepared the iced tea. Star walked out with the iced tea. "Here you go."

Ruberiot looked at the iced tea. "This wasn't what I expected." Then Ruberiot took a drink of it. "Not bad. Now let get to it."

"Ruberiot, do you mind if we wrote the song in my room."

"Of course not." They went up to Star's room. "It's an honor to be your official songstrel, your Highness. I have some really exciting ideasthat I can't wait to get your opinion on."

"Ruby , I know my mom sent you here, but honestly, I'm sorry. Princess Songs are objectively awful. They are these trite little puff pieces about perfect little princesses with perfect little lives, and that's not me! And songtrels like you are part of the problem! Your music just puts pressure on future princesses to be perfect!"

"I don't like Princess Song either. I want to write a song a real song about a real princess with all her gift and flaw. Don't Mewmans deserve to know their future queen? But it sound like you are not going to help me do my job. I might as well just take your mom's song and plug your name in and be done with it!" Ruberiout opened a portal an went throw it.

"What? Wait! No-no-no-no-no! Ruby!" said Star. Star ran down the stairs. "Ben can I borrow you're dimensional scissors?"

"Sure." Ben said as he gave Star he's dimensional scissors. Star opened a portal and entered.

It took an hour to fined were Ruberiot's work space. Star noticed the piles of crumbled up pieces of paper. "that's a lot of paper just to plug a name into a previously existing song." said Star as she walked up on Ruberiot and then tapped him on the shoulder.

Ruberiot turned around with a soft gasp. "What do you want" asked Ruberiot

"I wanted to apologize. At first I thought you were just going to find out some stuff I like and the edit my mom's song with it and add in my name. But do you really hate Princess Songs as much as I do?"

"Well thanks. And I understand as far as you knew I could have been just a hack like the rest. And I do Princess. I-I thought I could change them. I-I know they can be better."

"Ruby, I want my song like you suggested. About there flaws and all."

"Really?!"

"Now let's get to work on this song." Star and Ruberiot took hours to work on the song. "Now there is something I don't want to but in the song."

"What is it?"

"It's..." Then Star phone started to ring. "Hello." Star said as she answered it.

"Star, Ben has been taken." said Gwen

"What! I'll be right there." Star hanged up the phone. "Sorry Ruberiot I got to go." Star opened a portal and entered. Star, Kevin and Gwen quickly borrowed Ship from Julie. Then they started to go after Ben. They soon caught up with the ship that Ben was on.

"Can't this bucket of bolt go any faster?" asked Kevin

"Ship!" said Ship

"He didn't mean it, Ship. We know you're doing the best you can." said Gwen

"Ship."

"Well can't Ship try harder. If we don't catch up to that ship. So we can rescue Ben." said Star

"Ship!" Then Ship started to go faster.

"Whoo-hoo-hoo! Good work Star. You know how to motivate him." said Kevin. Then he started to fire the guns on Ship. But id did nothing to the other ship.

"Not a scratch." said Star and Gwen

"Any of you got a better idea?"

"I think I do. Get us closer." said Gwen

"How close?" Kevin then landed Ship on the other ship. Gwen cut a hole into it and Star, Kevin and Gwen jumped into the ship. "Bridge is this way."

"So's Ben. But you'll never get to him." said Kraab

"Kraab." said Gwen

"You would hunt the hunter?"

"Well you did take my boyfriend." said Star

"You forget your place. You are prey." Then Kraab fired a laser at them. Gwen put up a shield to block the laser.

"What's the deal with this guy?" asked Kevin

"Talks to much. Watch the pincers." said Gwen

"Got it." Kevin and Star started to charge at him. Star fired a blast hitting Kraab's claw. And giving Kevin an opening to punch Kraab. Then Kraab released a gas from his claw. Then Kevin started to cough.

"What did Gwen just tell you?!" said Star

"Watch the pincers."

"Turbo!" said Gwen as wind blew the gas away.

"Thanks." Then Kevin was grabbed by Kraabs pincer. "I know! Watch the pincers!" Then Kevin flipped Kraab to the ground.

"Kevin!"

"I'm okay. Go get Ben."

Star grabbed and they started to leave. They soon got to the bridge. They saw Ben hanged up in the air.

"How did this happen?" asked Star

"Sorry I thought the three of us could handle it." said Ben

Both Star and Gwen fired and each destroyed a chain that was holding Ben.

"Thanks."

Then Star noticed the cuff on Ben's arm. "Really again."

"Yeah. Sorry." Star started to zap the cuff. "Uh, Star that's getting kind of hot."

Star then stopped zapping the cuff. "Sorry. It wasn't working, anyway."

Then Kevin was send into the room through the wall. Ben, Star and Gwen ran over to him. "Are you okay?" asked Ben

"Ugh, got a little headache." said Kevin

"There's no escape for you, Tennyson." said Kraab as he entered the room.

"Don't worry. I've got a plan." said Ben as he winked at Star

"Yo do?" asked Gwen

Then Ben started to charge at Kraab. But he quickly grabbed Ben with his pincer. "Did you really think you could overpower me?"

"No. But I thought I could distracted you. So Star can swipe your keys." Star tossed Ben the keys. He garbed them and unlocked the cuff. He thenn activated the omnitrix and hit it. "Big Chill!"

"Stay back!" Then Kraab fired a laser at Ben. Ben went intangible and the laser hit the controls. Soon alarms started to go off.

"Is that the..." said Gwen

"Auto pilot. Yeah. Everything's fine. I can fly this thing." said Kevin

"When you said everything's fine, you knew we were heading for an asteroid field, right?"

"I did not know that." Kevin said seeing the asteroid field. Ben and Star battled with Kraab. Kraab fired lasers at both Ben and Star switching targets after every time he fires. Star fired a beam and send Kraab to the ground. Then Ben started to freeze Kraab.

"No, I won't be-" said Kraab

Then the ship started to rock. "Kevin, are you driving this thing?" asked Star

"Well I can't wait till I get my own license." said Ben

"Funny you two. Half our thrusters are out. It's all I can do to keep us going in a straight line." said Kevin

"Maybe straight isn't such a good idea." Then Kraab broke out of the ice. Then Kraab blasted Ben in the back.

"You're not going anywhere." said Kraab

"Ben!" said Star. Then she started to fired a blast at Kraab.

The ship started to get hit by some asteroids.

"I'm losing it." said Kevin. Kevin and Gwen noticed big asteroid heading for the ship. Gwen quickly put up a shield to protect the ship. The asteroid hit the shield and soon bounced of it. "Nice!'

"Can't talk now. There's more." said Gwen as more and more asteroid hit the shield. The shield started to crack. "Can you get this thing back under control?

"Working on it."

"Work fast."

Ben got up and froze Kraab again. Ben and Star came up to Kevin and Gwen.

"Well we got Kraab back on ice." said Star

"Hey, I was gonna say that. How are we doing?" asked Ben

"I've got the engines back online. But we still don't have any brakes." said Kevin

"And I don't know how long I can keep this up." said Gwen

"Time to go. Get back to Ship." said Ben

"What are you going to do?" asked Kevin

"I'm going to cover the ship till you get back to Ship with Kraab."

Star, Kevin and Gwen started to head towards Ship. Ben went intangible and flew through the ship. Ben turned into Jetray. He started to blast asteroids.

"Ben we are all in." said Star

"Okay. I'll be right there." said Ben as a bigger asteroid then what Gwen stopped appeared. Ben returned to Ship. They got away as the asteroid destroyed Kraab's ship.

"Come on let's hurry. So we won't be late for Song Day." said Star

Once the got back to Earth Ben and Star got ready. Later that night. Ben and Star were in a hurry to get to there seats.

"Hey, everyone! Mom, hi!" said Star

"Hi, Queen Moon." said Ben

"I had the worst wardrobe malfunction. And I had to ask Dad to see if we could use some of his tassel. You can not kind any in an Earth mall. Hey. You got something in your hair." Star said as she pointed t a twig in Moon's hair.

"Really?" said Moon

"Yeah, it look like a twig. How'd that get in there?" Star pulled the twig out of Moon's hair.

Moon takes the twig from Star. "Thank you, dear. ...Star, I want to tell you something."

"I know it's not very princess-like to show up late..."

"Please, let me finish. I just want you to say how... how proud I am of you."

"What?"

"I know Princess Song aren't exactly your cup of tea, and I know I can be... hard on you sometimes, so it means a lot to me that you still went through with it."

"Thanks, Mom. But, uh... just so you know, Ruby and me, we kinda changed some stuff. I mean, it's just not gonna sound exactly like your Princess Song did. So, you know, don't freak out or anything."

"Thank you for telling me, Star, but I trust your judgment."

"Ohhhh, thank you! But we really went off-script. It's all good, but there might be, like-"

"And now, Mewni's newest court composer, the songstrel Ruberiot..." said the announcer. The audience started to applause. "...In honor of the Royal Family." Then the spotlight shined on Star, Moon and River.

"I really hope you like it. I think I know you will, but I hope you do." Star said in a nervous tone.

A marionette of Star Butterfly was lowered onto the stage near Ruberiot. "...Presents Star Butterfly's Princess Song!"

Then Ruberiot started to play the lute. "Who is the maid with the buttercup hair? Who sleeps on moonbeams and dances on air. With tears made of honey and tears full of bunny. Whose infinite virtues are known near and far. It's Mewni's own sweetheart, our dear Princess Star." sang Ruberiot. Star noticed that her mom was starting to smile. "And under the shimmer and rubies and pearls. Lies hidden a fierce and adventurous girl. The forces of evil that lurk in the night. Will cower in fear when this shooting Star... ignites" Then Ruberiout smashed the lute. The audience gasped. Ruberiot tears off his clothes to reveal a glam rock outfit, and he takes out an electric guitar. Then started to play propulsive rock. "Weaving magic like a born spell-caster. And wreaking havoc like a natural disaster. She rocks her Narwhal Blast and Warnicorn Stampede. She's gonna earn her crown, so hail to the Quee-e-e-en!" The audience was cheering. "'Cause she's a rebel princess, she's the best. She's a ball of lightning in a hot pink dress. She's a thunderstorm roaring through the night. She's our shooting Star, and she's lighting up the sky!"

"Yeah! That's my girl!" cheered Rhombulus

"What a delightful little ditty! Good job, Star!" said Moon

"Oh, yay, it's not over yet." said Star

Ruberiout started to play slow and in a heavy beat. "Shooting Star in the night so bright. She started to attract a pair of envious eyes. the villan rose up. She drove him away, but didn't know what she had lost. Glossaryck and her book of spells. How could she know Ludo would take 'em for himself? She confessed to her parents, all full of dread. The king and queen exchanged a look, and this is what they said. This is what they said, this is what they said. We will keep your silence for you. From the citizens of Mewni and the High commission too. To keep the peace, we will play the game. Royal secret from royal shame. Royal secret from royal shame." Ruberiout sang

"Star?" asked Moon with worry in her voice. But Star said nothing. "Star."

"Mom, what did you expect? I told you I couldn't do some puff piece. I had to do what felt right for me." said Star. Then she let out a sigh. "Look, it's over now, so we just gotta move on-" But Ruberiout sounded like he wasn't done yet. "Wait! What?"

"Royal secret - one last to tell. A princess under true love's spell." sang Ruberiout as a marionette of Ben entered the stage.

"I thought I told him not... Oh wait! I didn't. I got called away before I could." whispered Star

"Who is the boy in the earthly attire? The prince of the princess's deepest desire. I don't need to show it, I think we all know it. But just to be certain, I'll say it again. Star Butterfly is in love with her boyfriend! And his name is Ben Tennyson."

"Looks like they know now."

"Foreeeeeeveeeeeemoooooooooooooooore!" The audience started to chatter in confusion. "Hey. What's wrong? You're supposed to be clapping."

"Say what?! The Queen lied to us!" said and audience member

"Well, technically, it was a lie by omission." said a second audience member.

"Omitters!" said a third audience member. Then the audience started to throw food at Ben, Star, Moon, River and the Magic High Commission. As the headed inside the throne room.

"Mom! I-I didn't realized this would happen! I thought they wanted to know the real Star Butterfly!" said Star

"They don't Star. They just want to believe that you're a perfect little princess. And sometimes, the truth is dangerous." said Moon

"With all due respect, Moon, withholding information about Glossaryck and the spell book has put us all in danger!" said Hekapoo

"Baaaa!" said Lekmet

"Uh, y-yeah! Like the goat said!" said Rhombulus nervously because he already knew about this.

"I assure you, I had every intention-" said Moon

"Every intention of what?!" said Hekapoo

"I had everything under control!"

"How dare you hide something like that?!"

"I wasn't trying to hide anything."

Moon and Hekapoo kept on arguing.

"So, want to head back to Earth?" asked Star

"Yes, I would!" said Ben. He opened a portal and Star and Ben went through it. Grandpa Max was waiting for Ben and Star in the living room. "Grandpa? What are you doing here?"

"Yeah?!"

"We've got trouble, Ben, Star. It's Ben's evil twin. He -" said Max

The TV turned on as it soon showed Albedo on screen. "Greetings, Ben Tennyson. Since your grandfather managed to escape me, you must already know that I'm after you. But did you know that I have your friends?" said Albedo as he showed Kevin and Gwen chained up in a chair.

"Albedo, let them go or-" said Ben and Star in an angry tone.

"Easy, you two. He want to make you angry." said Max

"Well he got what he wanted." said Star

"We're coming for you, Albedo!" said Ben

"It's just a broadcast. He can't hear you." said Max

"I've sent my coordinates to your omnitrix. If you want to see your friends alive again, I'd hurry." said Albedo

"It's obviously a trap. He knows where you are. He could have attacked you here. Right after you got back from wherever you were."

"Wherever he wants to do it is fine with me." said Ben

"Plus you are not going alone." said Star

"Don't get overconfident, you two. We'll call some of the Plumber kids back to Earth, put a plan together, go up against him in force. Right?" said Max. Then he noticed that Ben and Star were gone. "It's only cool when I do it."

Ben and Star changed into there normal clothes. And Ben opened the portal to the coordinates Albedo sent. Ben and Star walked to the cave that was in front of them. The omnitrix started to beep.

"We know it's a trap." said Ben

"We're not just walking in there." said Star

"Then I'll come out." said Albedo as he left the cave. "And you two are right. It is a trap." The Albedo activated a device on his arm and hit it and turned into Humongousaur.

"I see you got your knockoff omnitrix working again." said Ben as he activate the omnitrix and hit it. "Humongousar!"

"It's not a knockoff. It's the ultimatrix. And it's a definite improvement over the original."

"Looks the same to me." said Star

"Oh, you want to see." Then Albedo turned to omnitrix symbol on his chest and it popped out a little. "Not only can I transform into anything Ben can, but I can also evolve those creatures to their ultimate form." Albedo hit it in and he was transformed again. "Meet Ultimate Humongousaur."

"Eh, I've beaten tougher guys than you." said Ben

"Really? When?"

"Well how about now?" Ben started to charged Albedo. But Albedo hit Ben away. Star started to fire a Narwhal Blast at Albedo. Albedo caught the Narwhal and throw it at Star. She was sent flying. Ben saw this and caught here as she fell. "It's going to take more than that to-" Albedo jumped up into the air. He's hands morphed and he started to fire missiles. Star was sent flying from Ben's hand and Ben was send flying to the ground. Albedo landed and lifted Ben up into the air.

"Wait. We still need him." said Vilgax. Albedo tossed Ben to the ground. "Here's what's going to happen, Ben Tennyson. You're going to give me the omnitrix. Or I'm going to kill your friends." Then Kevin and Gwen were revealed to Ben by a huge robot army.

"Don't listen to him." said Gwen

"He's just a big green blowhard!" said Kevin. Then Vilgax grabbed Kevin and started to squeeze. Kevin screamed in pain.

"What's it going to be, Tennyson?" asked Vilgax

Star got up and headed towards Ben. He got up soon as Star got to him. "Okay, stop." said Ben

"Don't do it Ben." said Kevin

"Omnitrix, voice-command mode." said Ben

" **This mode is locked and not available.** " said the omnitrix

"Command function override. Code 10."

" **Override accepted.** "

"Decouple omnitrix. Command code - zero, zero, zero. Release coupling. Zero."

" **Command accepted. Omnitrix decoupled.** "

Ben was turned back to normal. With the omnitrix in his hand and no longer on his wrist. "Give it to me." said Vilgax as he held out his hand. Ben walked up and gave Vilgax the omnitrix. Vigax started to laugh evilly.

Author Notes:

Dragon Storm: I know right. After all she pretty much broke into there house at first.


	68. The Final Battle Pt2 Starcrushed

"You've won so many battles, but the war is mine. Now, bow down before me." said Vilgax

"You got the omnnirtix, Vilgax. Don't press your luck." said Ben

"Yeah. We'd never bow to you." said Star

"Still defiant. Why? I have beaten you, Ben Tennyson. You have nothing!" said Vilgax

"He's got friends!" said Max as he flew in on a jetpack. And fired a blaster at Vilgax. Ben and Star dodged out of the way. Max started to blast the robots that were surrounded Ben, Star, Kevin and Gwen. Kevin and Gwen were free. Kevin morphed his hand and started to attack the robots. Star blasted a few of the robots. So she and Ben could Meet up with Kevin and Gwen. The Max landed near them.

"Ben open a portal." said Star

"No! They might follow us through. We will use this." said Max as he took out Gwen's old spell book.

"My old spell book?" asked Gwen

"I saved a page for you." Max opened the book. Then Albedo still in the Ultimate Humongousaur started to charged at them.

"Abeo exorior." Then Gwen's eyes started to glow purple and a dome appeared around Ben, Star, Kevin, Gwen and Max. Then they disappeared.

"We've got to follow them." said Albedo

"I'm about to conquer this planet. It doesn't matter where they've run. There's no place safe to hide." said Vilgax

"You're right. And our alliance has served its purpose." Vilgax looked at him. "Our agreement? Once you give me Tennyson's omnitrix, I can free myself from that hideous human form." Albedo held out his hand.

"There's been a change in plans. I'm keeping the omnitrix." Vilagx said as he put the omnitrix on.

"Why are you doing this, Vilgax? We had a deal. You don't even need the omnitrix's power."

"True. I don't. But my army does. My bioids are synthetic solders with blank DNA, all synced to the omnitrix." Vilgax activated the omnitrix and hit it. The robots turned Humongousaur.

"Humongousar!" the robots kept saying over and over again. The robot started to charge at Albedo. But Albedo easily knocked them back. He morphed his hand and started to fire abound them. Soon The robots knocked Albedo to the ground and started to pile on him. Albedo quickly fired them off him. Albedo saw that there were still a lot more there. All the robot kept saying what they were saying before. Albedo hit the ground making a huge hole. Soon robots started to head down. Albedo fired on them. But they started to over run Albedo. Albedo turned back into his Ben form.

In the Rustbucket. Ben, Star, Kevin and Gwen watched what was happening with Albedo. As Max was driving.

"Bad day to be him." said Kevin

"Worst day to be me." said Ben feeling down

"How are we seeing all of this, anyway?" asked Gwen

"I was wonder about that as well." said Star

"Spycubes - standard Plumber issue. I left a few at the scene." said Max

"Where are we going?" asked Kevin

"Away from Vilgax. We're this planet's last hope. Next time we meet him, I want it to be on our terms."

"What's the plan, Tennyson?" asked Kevin

"Plan? Haven't you been paying attention? It's hopeless! Vigax has an army with all of my power. I've lost the omnitrix!" said Ben

"But you still have your whiny voice."

"Stop this thing, grandpa! Stop it!" Grandpa Max pulled the Rustbuchet over and stopped. Ben ran out into the rain and headed for the woods.

"Ben, come back! Ben!" said Star and Gwen

"He ran away." said Star

"Who needs him. We're trying to save the world. That's not a job for a quitters." said Kevin

"He never quit on you." said Gwen

"Easy, kids. Let's not turn on each other." said Max

"I'm not!" said Star

"I'm sorry, you two!" said Kevin

"Let Ben have some time. He just needs to be alone for a while." said Max

"Grandpa, that's the last thing he need right now." said Gwen

"I agree." said Star

On Mewni. Queen Moon and the Magic High Commission stormed the place Lundo was at. Rhombulus tossed Ludo out of the bed he was sleeping in and crystallized his leg.

"Ugh... Who are you...? Please don't take my organs... Queen Moon? What are you doing here?" asked Ludo as he was disoriented.

"Give me that!" said Moon as she took Ludo's wand.

"Hey!"

"Where's Glossaryck?"

"Glossaryck? Um, he's gone."

Moon gasped for a second. "What do you mean he's gone? What did you do with him?"

"I didn't do anything. Glossaryck showed me something in the spell book, and next thing I know, I wake up, and they're gone."

"Oh, come on. You stole the book.

"Whoa-whoa-whoa-whoa-whoa. Glossaryck said the book is mine now. How's that stealing? And I think we can all agree Glossaryck comes ang goes as he pleases."

"That's true." said Rhombulus

"Yeah." said Hekapoo

"And I suppose it's just a coincidence that you've taken up shelter here in this ancient monster temple." said Moon

"I'm supposed to know that? This place was empty, so I moved in. It's cold out there! I'm wearing a chip bag, for corn's sake!" said Ludo

"What about your wand? You have half my family's crystal embedded in it."

"It doesn't even work anymore, if it's yours, you can have it. Face it. You've got nothing on me."

"All right, all right, all right, this is getting us nowhere. Time for plan B." said Rhombulus

"No. Wait." said Moon

"No, we need to find Glossaryck." said Heckapoo

The Magic High Commission members left the room. Moon started to follow, but stopped and looked back at Ludo. "Oh, I... I saw your family, Ludo" said Moon

"My family? Let me tell you about my family." said Ludo. Ludo told Moon all the stuff that his family has done to him.

"That must've been difficult. But I do know that Dennis misses you. He says hello."

"How is he?"

"He's worried about his big brother. And so am I."

"Worried about me? Don't you get it? I lost my army, my kingdom, my clothes! And look - still standing!"

"Yes, but for how much longer? You don't look well, Ludo. Tell me what's going on, and maybe I can help you."

On Earth. Ben was seating under a tree in the rain as lighting started to go off. Soon Star and Gwen walked up to Ben. Star was carrying the green jacket that Ben has always wears.

"You're soaked." said Star as she showed Ben the jacket.

"I don't deserve that. It belongs to a hero." said Ben as he grabbed it and tossed it to the side.

Gwen put up an energy doom to stop it from raining on Ben, Star and herself. "How many times have yo helped people?"

"I don't know. Lots. But I had the omnitrix."

"And how many times of those times was the omnitrix out of power or broken?" asked Gwen

"It almost never works right. What's your point?"

"It's not the tool. It's the man"

"When you're talking about the most powerful weapon in the universe, it's the tool. Without the omnitrix, we don't have a chance."

Gwen started to leave but Star stayed. "We're depending on you, Ben. The whole world is. And I know you'll come through." Gwen said as she headed back.

"You know Gwen's right. I wouldn't be as good with my wand if I didn't read the spell book." said Star

But Ben didn't say anything. He just got up and started to walk away. Star followed but kept her distance. Then Ben just stopped. "Azmuth, help me!" said Ben then falling to his knees. "Please! Just so I can help them." Then Ben started to get up. And Azmuth appeared in the tree behind him. Ben turned around and saw Azmuth.

"You are a fool." said Azmuth

"You don't hear me arguing."

"The omnitrix wasn't intended for you. It was intended for your grandfather, the greatest Plumber in the milky way galaxy."

"But I found it."

"An accident. Unfortunately, your DNA signature was close enough to Max's that it allowed you to put it on."

"Why didn't you take it from me?"

"I intended to, but your grandfather convinced me you were a better choice. He said you had the seeds of greatness."

"Really?"

"Almost immediately I thought I'd made a huge mistake. Your brashness and immaturity made a bad impression."

"Oh." Ben started to get disappointed.

"But then I saw you grow, witnessed your bravery and ingenuity, using the omnitrix in ways that never even occurred to me. Me, the smartest being in three galaxies - arguably, five galaxies."

"But then I let you down."

"You did. At first I thought you disobeyed my orders by hacking the omnitrix. But you didn't. But you did give the omnitrix to the most dangerous being in the universe."

"Tell me what to do. How do I beat Vilgax and save the Earth?"

Azmuth started to think. "Not so easy to win without the omnitrix, is it?"

"No... it isn't."

Azmuth started to started smiled. "Well better get started on the other reason I am here for."

"Wait! What is the other thing you are here to do?"

"I'm here to see Star. And I know she is near by."

"How did you know I was here?" asked Star as she walked up.

"Well he is smart." said Ben

"What did you need me for?"

Azmuth got down the tree. "I need to see your wand." said Azmuth

"Why do you want see my wand?"

"Well I'm the one who made it. And I wanted to check on it. To make sure it was still working."

"Wait! You made my families wand!" Star said in shock of hearing what Azmuth said.

"Yes! A long time ago I was doing some research in the Whirlpool galaxy. While there I found a crystal that I have never seen before and had a strange energy coming from it. As I was heading back to Galvan Prime. A electrical storm happen and a piece of the crystal I was studying was ejected from my ship and landed on your planet. I decided to land on the planet to retrieve the crystal. And then I meet Urania."

"What. Urania. As in Queen Urania the first."

"Is she important?" asked Ben

"Of course. Urania was are first queen and it was said she made the family wand."

"After we talked I decided to make the wand." said Azmuth

"So you actually made the my families wand."

"Yes I did. Now do you mind if I check out the wand?"

"Sure!" Star took out the wand and set it on the ground.

Amzuth started to check out the wand. "Well the crystal has to be replaced." Azmuth opened it up and checked the wiring. "The wiring looks good. Some need to be replace. But those hade to be replaced here soon anyway." Azmuth closed the wand. "Okay. The wand is okay. The big thing it needs is a new crystal."

Star picked up the wand off the ground. "But is it good to be used for now?"

"Yes it will be okay."

In the Rustbucket.

"When do the Plumbers get here? " asked Gwen

"A week, 10 days at the latest." said Max

"We can't wait a week. There might not be any planet left to save." said Kevin

Then Ben and Star entered the Rustbucket.

"I've got a plan." said Ben

On Mewni.

The Magic High Commission started to search the temple for Glossaryck and the spell book. They kept looking till Lekmet called out when he found the book. Then Hekapoo, Rhombulus and Omnitraxus joined up with him.

"You found Glossaryck?" asked Omnitraxus

"Baaaa!" said Lekmet then he opened the book. But all the pages were blank.

"Blank?" asked Rhombulus confused

"That's not the real book." said Hekapoo. Hekapoo opened a portal that Rhombulus, Lekmet and her use to get back to Moon and Ludo where. All there gasp as they saw Moon lying on the ground unconscious with black eyes. With Ludo standing over her with green glowing eyes and holding his wand in his hand. Ludo started to laugh evilly but it was Toffee's voice coming out. Toffee's flesh regenerated over the wand and Ludo's right arm, restoring Toffee's arm with the wand's crystal embedded in his palm. "Ludo?"

"Ludo's not here right now. But if you'd like, you can leave a message." said Ludo (Toffee)

Omnitraxus phased up through the floor. "You did not wanna do that, little man-!" said Omnitraxus

Then Toffee the blasted Omnitraxus and reduced him to only a skull. Rhombulus, Hekapoo, and Lekmet gasped again. Toffee absorbed Omnitraxus's power and raised himself off the ground. "That's it!" said Rhombulus as he started to attack Toffee. But Toffee quickly blasted Rhombulus away. Hekapoo, using a disconnected pair of dimensional scissors like daggers, to attack Toffee with a flurry of thrusts. But Toffee blocked the attacks with magic and then lifted her up into the air and slammed her to the ground. Toffee then started to absorb Hekapoo's power. But Rhombulus started to blast Toffee in the back with his crystals. While Toffee was fighting Rhombulus, Lekmet ran over to Hekapoo and revives her. Rhombulus then fell and Toffee absorbed his power. Hekapoo attacks Toffee again while Lekmet revives Rhombulus. Lekmet started to breath heavily. "You can't keep doing that, Chancellor." Hekapoo made multiple clones of herself.

"Get him!" said one of the Hekapoos. Then all the Hekapoos started to attack Toffee all at once. But Toffee blasted them all away. As Toffee absorbed Hekapoo's power, her clones vanished. He also absorbed Rhombulus's powers as well. Lekmet started to crawl over to Moon and revived her. Moonn saw that Lekmet's body started to turn to dust.

"Chancellor! No!" said Moon in a sad tone

"Hello, Moon. It's been a while." said Ludo (Toffee) as he reveled his hand.

Moon let out a gasp. "Toffee!" Moon then fired off a magical blast at Toffee, and he returned fire. Moon then transformed into her winged, six-armed mewberty form and Moon ad Toffee started to trade blasts. Toffee then grabbed Moon with long vines and pulled her towards him. Moon made an energy sword of magic energy and clashed swords with Toffee. Toffee shattered Moon's sword and she fell to the ground. As Toffee hovered over Moon, she created a great explosion that brought the roof down on top of Toffee. Moon picked up Hekapoo's scissors and opened a portal. She throw Rhombulusinto the portal and gathered Lekmet's ashes in on of his horns and picked up Omnitraxus's skull. As Moon picked up Hekapoo, Toffee rised from the rubble. Moon blasted a pair of pillers to collapse the ground between the. As the temple collapsed, Moon carried Hekapoo to the portal.

"Tell Star... I'm coming for my finger."

Moon escaped through the portal and closed it.

On Vilgax ship that was in orbit around the Earth. Albedo was locked in like a table that was up vertically. As Vilgax looked out a window.

"It's going to be glorious, Albedo." said Vilgax

"Pardon me if I don't break into applause." said Albedo

"Of all the worlds I've conquered, this one will be the sweetest."

There was a purple flash as Ben, Star, Kevin, Gwen and Max appeared on the ship.

"There's an old Earth expression about not counting your chickens before they're hatched." said Max

"The Tennyson family, the magic girl and their pet juvenile delinquent."

"Juvenile?! I'm going to be 18 a year from next Tuesday." said Kevin

"Your birthday's next week, and you didn't even tell me?" asked Gwen

"It's no big deal."

"I don't have time to pick out a present."

"I wouldn't worry myself, girl. None of you will live to see the day." said Vilgax

"I think that's the longest I've ever been around you without hearing a death threat." said Ben

"Mocking me?"

"No he is just saying a fact." said Star

"Your bravery is obvious. But I do question your intelligence." Then two holder that released dozens of the robots.

"Bioids." said Max

"Just a few of the hundreds of thousands I have aboard this vessel. Allow me to demonstrate." Vilgax activated the omnitrix and hit it.

"Diamondhead!" said the robots. Then Vilgax hit the omnitrix again. "Lodestar!" Then again. "Spidermonkey!" Then he hit it and the robot turned back to normal.

"No army in the universe can stand against my power."

"Not what I had in mind." said Ben

"You're going to try a hero's challenge, fight me one-on-one for the Earth, somehow trick me into giving up the omnitrix. So you can save the day."

"Nope. You're going to give me the omnitrix of your own free will."

"Why would I do that?"

"So you don't blow up. Omnitrix, command function override, code 10."

" **Override accepted. Voice command activated.** " said the omnitrix

"Why you -" said Vilgax

"Omnitrix, self-destruct in 30 seconds. Command code zero, zero, zero, destruct, zero." said Ben

" **Destruct sequence completed and engaged. Detonation in "T" minus 30 seconds.** " said the omnitrix

"If the omnitrix self-destructs, it would destroy the entire universe." said Vilgax

"What?" asked Star

"It would if I let the charge build up for a few days. But I'm only giving you 30 seconds." said Ben

" **Detonation in "T" minus 20 seconds.** " said the omnitrix

"My bad - 20 seconds. Take off the omnitrix, or it's gonna blow."

"You're bluffing." said Vilgax. Then he activated the omnitrix and hit it.

"Swampfire!" said the robots

"Destroy him." The robots prepared to destroy them.

" **Detonation in "T' minus ten seconds.** " said the omnitrix. But Ben didn't say anything. " **Five, four, three, two, one...** "The omnitrix started to glow green as it exploded. Vilgax was send flying back. As Ben, Star, Kevin, Gwen and Max were protected thanks to Gwen putting a shield up in time. Once the shield was down, Ben and Star raced over to Vilgax. As they did that Kevin grabbed his head as he started to hear a high-pitched sound and fell to the floor.

"Kevin!" said Gwen as she checked on him.

Once Ben and Star got to where Vilgax landed. Ben took off the omnitirx from Vilgax's wrist and saw it was destroyed. "Aw, man." said Ben

"I'm sorry Ben." said Star

"Yeah, men too. The omnitrix was a high price to pay." said Max as he walked up to Ben and Star

"You know, I've kind of got an idea about -" said Ben

Then Kevin started to scream out in pain. Ben, Star and Max rushed over as Kevin started to glow green. Then Kevin finally returned back to normal. "I've got a headache like you wouldn't belie-" said Kevin as he noticed that Ben, Star, Gwen and Max looked at him with smiles. "What?" Kevin asked confused.

"You're human again." said Gwen

Kevin got a look and saw that Gwen was right. "It must have been the omnitrix that was keeping you in that form. Once it was destroyed -" said Max

"I'm normal?" asked Kevin still in a little shock

"Let me show you." said Gwen. Then she started to kiss Kevin. Ben, Star and Max didn't say a word till Gwen broke the kiss.

"So a celebratory kiss?" asked Star

"More like a victory kiss."

"Premature." said Vilgax as he got up. Ben, Star, Kevin, Gwen and Max turned in his direction. "You haven't yet won." Then Vilgax started to head toward them.

"You don't have the omnitrix, and your bioids are lawn sculpture. Face it. You're finished." said Ben

"Yeah! Just accepted it and leave." said Star

"Don't forget I am still Vilgax conqueror of ten worlds!" said Vilgax. He started to throw a punch at Ben. But it never hit. Ben and Star saw that Kevin had absorbed some of the ships metal and stopped Vilgax's punch.

"Guess who's got his old power's back?" asked Kevin. then he jumped and punched Vilgax in the face sending him back on to the floor.

"No! I won't lose to you children!" Vilgax said as he started to get up. "Not again." Then Vilgax started to press some buttons. Max fired his blaster. But Vilgax blocked it with his shield. "Too late, Tennyson. Our course is already set." Then Vilgax destroyed the controls.

"What did you do?" asked Max

"I can't conquer the Earth today, but I can punish you. The ship is locked on collision course with Bellwood."

"This ship has a fusion drive. When it hits -" said Gwen

"The explosion will destroy our hometown and everything else for 100 miles." said Kevin

"That doesn't sound good." said Star

"Auxiliary control - we can guide the ship away." said Ben

"Perhaps. But first you'll have to get by me." said Vilgax as he drew his sword

"I'm good with that." said Kevin

"Me too." said Max

"I want in as well." said Star

Max moved forward and fired his blaster. Vilgax blocked it with his sword. Both Star and Gwen fired magical blasts at Vilgax. Gwen fired up high. Vilgax blocked both attacks with his shield. Kevin charged at Vilgax and tried to punch him. But Vilgax shield bashed him into Max. Star and Gwen continued to fire at Vilgax. Ben ran back to Albedo and started to press buttons. "I'm going to let you go, but I'll be taking your omnitrix." said Ben

"Ultimatrix." Albedo corrected

"Whatever. Do we have a deal?"

"What's in it for me?"

"I don't have time for this." Then Albedo fell to the ground face first. "Command function override - code ten."

" **Override accepted.** " said the ultimatrix

"Hey, what do you know? It recognizes my voice."

"Wait. What are you doing?" asked Albedo

"Omnitrix, self-destruct in 30 seconds. Command code - zero, zero, zero, destruct, zero."

" **Destruct sequence completed and engaged. Detonation in "T" minus 30 seconds.** " said the ultimatrix

"You're bluffing!" said Albedo

"Ask Vilgax if I'm bluffing." said Ben as he held his destroyed omnitrix. Albedo pressed a button and the ultimatrix grew. He took it of his wrist and gave it to Ben. Ben but the ultimatrix on his wrist and it shrunk to fit. Ben the started to twist it's diel. "I like the old one better."

"Uh..."

"Oh. Right. Abort self-destruct, code ten."

" **Self-destruct sequence aborted.** " said the ultimatrix

Then the ultimatrix started to turn green.

Gwen put up a shield to stop Vilgax from hitting Star and her. But it was soon broken. Star fired a blast, but Vilgax blocked it. Then there was a green light.

"Swampfire!" said Ben

Star and Gwen looked over were the light came from and saw Ben as Swampfire. "Ben?" asked both Star and Gwen

"Tennyson." said Vilgax

"Miss me?" said Ben. Then he started to shot fire at Vilgax. Vilgax tried to block the fire with his sword but was still sent a little back. ThenBen ran up a punched Vilgax. Vilgax was sent flying back into the controls. "Gwen. You and grandpa get to the control room and turn this ship around. I'm going to need some help, Kevin, Star. Got my back?"

"We got each other's." said Kevin

"Like you have to ask." said Star

Ben tossed some seeds the grew into vines that held Vilgax. Star then wrapped Vilgax in a red ribbon to hold him more. Thanks to the vines and ribbon Vilgax couldn't move. Kevin then ran up and started to throw a fury of punches. Then Vilgax's eyes started to glow red. "Uh-oh." Kevin said right before he was blasted by Vilgax eye lasers. Vilgax then blasted Ben and Star. He used he's eye beam to free himself from the vines and ribbon. Vigax charged at Ben and started to punch him around.

"You're losing, Tennyson." said Vilgax

"Maybe so, but the new rig comes with some extras." said Ben and then pressed the omnitrix symbol. Then he started to transform. "Ultimate Swampfire!" Ben fired blue flames at Vilgax. This send Vilgax flying back. "What do you say, "Vilgy"? Round two?" The ship started to shake as the ship entered the Earth atmosphere. Ben fired out a pod, it burst into smaller pods and exploded.

"All hands. We're about to make an emergency landing. Abandon ship. Repeat - all hands abandon ship." said Gwen over the intercom.

The ship then landed in the water and started to sink. Ben, Star, Kevin and Vilgax started to fall back as the ship deeper into the ocean. The ship started to be compress by the pressure as it got deeper and deeper into the ocean. Water started to enter the ship. As well as the room that Ben, Star Kevin and Vilgax are in.

"We're taking on a lot of water." said Kevin

"We better finish this fast." said Star

"Kevin, take Star and then get Gwen and grandpa and go. I'll handle Vilgax." said Ben

"No. I'm not going to leave -" Then Kevin picked up Star and put her over his shoulder.

"We got to go." said Kevin

"Kevin! You put me down this second." Star said as Kevin ran out of there still carrying Star.

"Fire's not so useful now that we're in my element." said Vilgax

"A sinking is your element? That explains so much." said Ben

Then the window started to creak. "Joke while you can. Now you face the true form of Vilgax!" Vilgax fired his eye beams and destroyed the window. Then water started to rush into the room. The ship was then on its side. The Vilgax started to change all his armor was removed. Ben shot fire to thrust himself out of the water. As soon as he was out of the water a giant tentacle came out of the water and grabbed Ben. Ben was pulled back into the water and saw the Vilgax's true form. Vilgax was about to eat Ben. But Ben had a small vine hit the omnitrix symbol and a green flash happened.

Star, Kevin, Gwen and Max got out of the ship thanks to Gwen butting up a dome around them. They were floating on the surface of the water.

"We did it! We saved Bellwood!" said Kevin

"But what about Ben? He's still down there somewhere." said Star

"Nothing to worry about. He'll be up as soon as he's done stomping Vilgax."

"Not that simple. Vilgax's ship has a fusion drive. It could still -" said Max. Then there was a huge explosion. Gwen covered the dome so they could be safe, as a huge wave knocked the away and into the water. They popped out once again.

"Ben..." Kevin said in a worried tone

Soon Ben emerged from the water as Jetray. "Ben? Over here." said Max as he saw Ben in the air.

Ben landed and turned back to normal. "The new watch is gonna take some getting used to." said Ben

Then Star started to hug Ben relived that Ben was alright. Soon Max, Gwen and Kevin joined. Once the hug was broken. Star started to kiss Ben. But it was soon broken.

"Uh... good to see you, man." said Kevin

"What happened to Vilgax?" asked Gwen

"Yeah. What happened to him?" asked Star

"I didn't see him get out, but he's survived worse." said Ben

"He could come back." said Kevin

"If he ever does... It's hero time!" Ben then opened a portal so they could get back to Bellwood.

Ben and Star each head for there room so the could get some sleep. Once Star opened her door she noticed a open portal in it. She got her wand out.

"What is this doing here?" asked Star

"Star." said Moon

This startled Star as she turned aiming her wand. "Mom? What are you doing here?" Star asked reliving it was Moon.

"I don't have time to explain, but suffice it to say we are in danger. We must leave for Mewni immediately."

"What? Mom, no. No, no, no, no, no, no, no, no, no, no. No!"

"Yes, I'm afraid you have no choice in the matter."

"You sent me here, and I didn't have a choice, and now you're just telling me to leave?"

"Star, this is different."

"Mom, I've learned that I get to make choices here. I chose to date Ben."

"Star."

"So I'm choosing to stay here with my friends..."

"Star!"

"...and I'm not changing my mind!"

"Star!"

"What?!"

"Toffee has returned."

Star's eyes widen. "What! I got to wake up Ben and call my friends." Star said as she took out her phone.

Moon quickly grabbed Star's phone. "No Star! It's to dangerous. We need to leave now, Star."

"But they can help."

"No they can't. They'll just get hurt. You can say good bye to your boyfriend but that's it."

Star walked over to Ben's room and noticed that he was a sleep. Star didn't want to wake him up so she left Ben a note. Moon then grabbed Star and they went through the portal.

Author Notes:

Dragon Storm: The reason Ben's dad didn't shot Heinous. Was remember at the end of grounded the alien gun didn't work anymore. As for the Magic High Commission I don't think Moon can fire them.


	69. Thank you

I would like you for reading my story and well as following it and or favourite it. I will do a sequel to this story. But it won't come for quite a while so I ask you to be patient. But before the sequel to this story. I am going to write the alien swarm story. Also just so you know I will post updates for this story like when the others stories are out and other stuff.

Dragon storm: I have some ideas for the and then there was none/ben episodes.


	70. Update

Hello. Sorry for a long wait on the update but I have been a little busy with my other stories I want you to know I'm still going to continue this story in fact this story is my favorite that I have wrote and is writing so far. I haven't forgotten about the others the second story that will continue this one will not be starting till some time after season 4 of star vs the forces of evil starts sorry for that I have a few ideas and if I'm going to keep them because they involve Moon. So I want to know what happens so I can make a plan. And as for the alien swarm that will start in December or late February. I will update this story to tell you when they are out and stuff.


	71. Its out

I just released Ben 10 an Star vs the alien swarm I hope you all enjoy it.


	72. Update 2

Ben 10 and Star vs the Ultimate forces of Evil is up now hope you all enjoy it.


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